SAFETY COMPONENTS INTERNATIONAL, INC.
2160 North Central Road
Fort Lee, New Jersey 07024
October 23, 1997
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Safety Components International, Inc. (the "Company")
Registration Statement on Form S-8
Ladies and Gentlemen:
Enclosed herewith for filing under the Securities Act of 1933, as amended,
is the Company's Registration Statement on Form S-8, together with exhibits
thereto (the "Registration Statement"). The Company has previously paid by wire
transfer the required filing fee of $2300.62 (Federal Wire Number 000040).
The Company will retain in its files a manually executed copy of the
Registration Statement.
If you have any comments or questions with respect to the Registration
Statement, please call the undersigned at 201-592-0008.
Very truly yours,
/s/ GEORGE D. PAPADOPOULOS
- --------------------------
George D. Papadopoulos
Enclosures
<PAGE>
As filed with the Securities and Exchange Commission on October 23, 1997.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SAFETY COMPONENTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
33-0596831
(I.R.S. Employer Identification Number)
2160 North Central Road
Fort Lee, NJ 07024
(Address of principal executive offices) (Zip Code)
SAFETY COMPONENTS INTERNATIONAL, INC.
1994 STOCK OPTION PLAN, AS AMENDED
AND A STOCK OPTION AGREEMENT
(Full title of the Plan)
Jeffrey J. Kaplan
Safety Components International, Inc.
2160 North Central Road
Fort Lee, NJ 07024
(201) 592-0008
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Richard A. Goldberg, Esq.
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York, 10022
(212) 758-9500
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee(3)
---------------- -------------- -------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, 650,000 shares $14.88 $7,591,975.00 $2,300.62
par value
$0.01 per share
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also covers such
additional securities as may become issuable to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), with options for 5,000 shares having been granted at an
exercise price of $12.38 per share, options for 60,000 shares having been
granted at an exercise price of $12.13 per share, options for 125,000 shares
having been granted at an exercise price of $11.50 per share, options for 20,000
shares having been granted at an exercise price of $10.75 per share, options for
50,000 shares having beengranted at an exercise price of $10.00 per share,
options for 232,500 shares having been granted at an exercise price of $10.25
per share, options for 15,000 shares having been granted at an exercise price of
$9.75 per share and options for the remaining 142,500 shares on the basis of the
average of the high and low sales prices of the Registrant's Common Stock as
quoted on The Nasdaq National Market on October 20, 1997.
(3) The Registration Fee has been calculated pursuant to Rule 457 as
follows: 5,000 multiplied by one thirty-third of one percent of $12.38 (the
exercise price of such options), 60,000 multiplied by one thirty-third of one
percent of $12.13 (the exercise price of such options), 125,000 multiplied by
one thirty-third of one percent of $11.50 (the exercise price of such options),
20,000 multiplied by one thirty-third of one percent of $10.75 (the exercise
price of such options), 50,000 multiplied by one thirty-third of one percent of
$10.00 (the exercise price of such options), 232,500 multiplied by one
thirty-third of one percent of $10.25 (the exercise price of such options),
15,000 multiplied by one thirty-third of one percent of $9.75 (the exercise
price of such options) and 142,500 multiplied by one thirty-third of one percent
of $14.88, the average of the high and low sales prices of the Registrant's
Common Stock as quoted on The Nasdaq National Market on October 20, 1997.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Explanatory Note
This Registration Statement on Form S-8, filed in connection with the
issuance of additional shares of Common Stock of Safety Components
International, Inc., a Delaware corporation (the "Registrant"), under the Safety
Components International, Inc. 1994 Stock Option Plan, as amended, constitutes a
new registration statement. The contents of the Registration Statement on Form
S-8, File No. 333-04709 (filed on May 29, 1996) are incorporated herein by
reference.
Item 8. Exhibits
The following exhibits are filed as part of this registration statement:
4.1 Safety Components International, Inc. 1994 Stock Option Plan,
as amended.
4.2 Stock Option Agreement, dated as of July 1, 1997, by and
between Market Pathways Financial Relations Incorporated and
Safety Components International, Inc.
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consents of Price Waterhouse LLP.
23.2 Consent of BDO Deutsche Warentreuhand.
23.3 Consents of Price Waterhouse GmbH.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Coopers & Lybrand L.L.P.
23.6 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included in signature page to this
registration statement).
-3-
<PAGE>
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 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 Fort Lee, State of New Jersey, on this 23rd day of
October, 1997.
SAFETY COMPONENTS INTERNATIONAL, INC.
By: /s/ Jeffrey J. Kaplan
---------------------
Jeffrey J. Kaplan
Executive Vice President
and Chief Financial Officer
-4-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose
signature appears below constitutes and appoints Robert A. Zummo and Jeffrey J.
Kaplan, and each of them (with full power of each of them to act alone), his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution for him and on his behalf, and in his name, place and stead,
in any and all capacities to execute and sign any and all amendments or
post-effective amendments to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents (with full power of each of them to act alone) full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof and the
Registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Robert A. Zummo
- ------------------- Chairman of the Board, President October 23, 1997
Robert A. Zummo and Chief Executive Officer
(Principal Executive Officer)
/s/ Jeffrey J. Kaplan
- --------------------- Director, Executive Vice President October 23, 1997
Jeffrey J. Kaplan and Chief Financial Officer.
(Principal Financial Officer)
/s/ George D. Papadopoulos
- -------------------------- Corporate Controller and Secretary October 23, 1997
George D. Papadopoulos (Chief Accounting Officer)
/s/ Joseph J. DioGuardi
- -----------------------
Joseph J. DioGuardi Director October 23, 1997
/s/ Francis X. Suozzi
- ---------------------
Francis X. Suozzi Director October 23, 1997
- -------------------
Robert J. Torok Director October 23, 1997
</TABLE>
-5-
<PAGE>
SAFETY COMPONENTS INTERNATIONAL, INC.
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
Exhibit
4.1 Safety Components International, Inc. 1994 Stock Option Plan, as
amended.
4.2 Stock Option Agreement, dated as of July 1, 1997, by and between
Market Pathways Financial Relations Incorporated and Safety Components
International, Inc.
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consents of Price Waterhouse LLP.
23.2 Consent of BDO Deutsche Warentreuhand.
23.3 Consents of Price Waterhouse GmbH.
23.4 Consent of Arthur Andersen LLP.
23.5 Consent of Coopers & Lybrand L.L.P.
23.6 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.1).
24.1 Power of Attorney (included in signature page to this registration
statement).
-6-
EXHIBIT 4.1
<PAGE>
SAFETY COMPONENTS INTERNATIONAL, INC.
1994 STOCK OPTION PLAN
Section 1. Purpose
The purposes of this Safety Components International, Inc. 1994 Stock
Option Plan (the "Plan") are to encourage selected employees, consultants and
directors of Safety Components International, Inc. (together with any successor
thereto, the "Company") and its Affiliates (as defined below) to acquire a
proprietary interest in the growth and performance of the Company, to generate
an increased incentive to contribute to the Company's future success and
prosperity, thus enhancing the value of the Company for the benefit of its
stockholders, and to enhance the ability of the Company and its Affiliates to
attract and retain qualified individuals upon whom, in large measure, the
sustained progress, growth, and profitability of the Company depend.
Section 2. Definitions
As used in the Plan, the following terms shall have the meanings set forth
below:
(a) "Affiliate" shall mean (i) any entity that, directly or through one or
more intermediaries, is controlled by, controls or is under common control with
the Company and (ii) any entity in which the Company has a significant equity
interest, as determined by the Committee.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
(d) "Committee" shall mean a committee of the Board designated by the Board
to administer the Plan and composed of not less than two directors, each of whom
is both a "Non-Employee Director" within the meaning of Rule 16b-3 and an
"outside director" as that term is defined for purposes of Section 162(m) of the
Code.
(e) "Consultant" shall mean any Person who contracts to provide services to
the Company as an independent contractor.
(f) "Fair Market Value" shall mean, with respect to Shares or other
securities (i) the closing price per Share of the Shares on the principal
exchange on which the Shares are then trading, if any, on such date, or, if the
Shares were not traded on such date, then on the next preceding trading day
during which a sale occurred; or (ii) if the Shares are not traded on an
exchange but are quoted on NASDAQ or a successor quotation system, (1) the last
sales price (if the Shares are then listed as a National Market Issue under the
NASDAQ National Market System) or (2) the mean between the closing
representative bid and asked prices (in all other cases) for the Shares on such
date as reported by NASDAQ or such successor quotation system; or (iii) if the
Shares are not publicly traded on an exchange and not quoted on NASDAQ or a
successor quotation system, the mean between the closing bid and asked prices
for the Shares on such date as determined in good faith by the Committee; or
(iv) if the Shares are not publicly traded, the fair market value established by
the Committee acting in good faith.
(g) "Incentive Stock Option" shall mean an option granted under Section 6
of the Plan that meets the requirements of Section 422 of the Code or any
successor provision thereto.
(h) "Independent Director" shall mean each member of the Board who is not
an employee of the Company or any Affiliate.
(i) "Key Employee" shall mean any officer, director or other key employee
(as determined by the Board) who is a regular full-time employee of the Company
or its present and future Affiliates.
-1-
<PAGE>
(j) "Non-Qualified Stock Option" shall mean an option granted under Section
6 of the Plan that is not an Incentive Stock Option or an Option granted under
Section 7.
(k) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock
Option.
(1) "Option Agreement" shall mean a written agreement, contract, or other
instrument or document evidencing an Option granted under the Plan.
(m) "Participant" shall mean a Key Employee, Consultant or Independent
Director who has been granted an Option under the Plan.
(n) "Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, or
government or political subdivision thereof.
(o) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, or
any successor rule or regulation thereto.
(p) "Shares" shall mean the common stock of the Company, $.01 par value,
and such other securities or property as may become the subject of Options
pursuant to an adjustment made under Section 4(b) of the Plan.
(q) "Ten Percent Stockholder" shall mean a Person, who together with his or
her spouse, children and trusts and custodial accounts for their benefit,
immediately at the time of the grant of an Option and assuming its immediate
exercise, would beneficially own, within the meaning of Section 424(d) of the
Code, Shares possessing more than ten percent (10%) of the total combined voting
power of all of the outstanding capital stock of the Company.
Section 3. Administration
(a) Generally. The Plan shall be administered by the Committee. Unless
otherwise expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any
Option shall be within the sole discretion of the Committee, may be made at any
time, and shall be final, conclusive, and binding upon all Persons, including
the Company, any Affiliate, any Participant, any holder or beneficiary of any
Option, any stockholder of the Company or any Affiliate, and any employee of the
Company or of any Affiliate.
(b) Powers. Subject to the terms of the Plan and applicable law and except
as provided in Section 7 hereof, the Committee shall have full power and
authority to: (i) designate Participants; (ii) determine the type or types of
Options to be granted to each Participant under the Plan; (iii) determine the
number of Shares to be covered by Options; (iv) determine the terms and
conditions of any Option; (v) determine whether, to what extent, and under what
circumstances Options may be settled or exercised in cash, Shares, other
Options, or other property, or canceled, forfeited, or suspended, and the method
or methods by which Options may be settled, exercised, canceled, forfeited, or
suspended; (vi) interpret and administer the Plan and any instruments or
agreements relating to, or Options granted under, the Plan; (vii) establish,
amend, suspend, or waive such rules and regulations and appoint such agents as
it shall deem appropriate for the proper administration of the Plan; and (viii)
make any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. ,
(c) Reliance, Indemnification. The Committee may employ attorneys,
consultants, accountants or other persons and the Committee, the Company and its
officers and directors shall be entitled to rely upon the advice, opinions or
valuations of any such persons. No member of the Committee shall be personally
liable for any action, determination or interpretation taken or made in good
faith with respect to the Plan, or Options granted thereunder, and all members
of the Committee shall be fully indemnified and protected by the Company in
respect of any such action, determination or interpretation.
-2-
<PAGE>
Section 4. Shares Available for Options
(a) Shares Available. Subject to adjustment as provided in Section 4(b):
(i) Limitation on Number of Shares. Options issuable under the Plan are
limited such that the maximum aggregate number of Shares which may issued
pursuant to, or by reason of, Options is 1,050,000, of which 1,000,000 may be
issued pursuant to, or by reason of, Options granted to Key Employees and
Consultants and 50,000 may be issued pursuant to, or by reason of, Options
granted to Independent Directors. Further, no Participant shall be granted
Non-Qualified Stock Options to purchase more than 200,000 Shares in any one
fiscal year. To the extent that an Option granted to a (A) Key Employee or
Consultant or (B) an Independent Director ceases to remain outstanding by reason
of termination of rights granted thereunder, forfeiture or otherwise, the Shares
subject to such Option shall again become available for award under the Plan to
(x) Key Employees and Consultants and (y) Independent Directors, respectively;
provided, however, that in the case of the cancellation or termination of a
Non-Qualified Stock Option in the same fiscal year that such Non-Qualified Stock
Option was granted, both the canceled Non-Qualified Stock Option and the newly
granted Non-Qualified Stock Option shall be counted in determining whether the
recipient has received the maximum number of such Options under the Plan for
such fiscal year.
(ii) Accounting for Awards. For purposes of this Section 4, the number of
Shares covered by an Option to a (A) Key Employee or Consultant or (B)
Independent Director shall be counted on the date of grant of such Option
against the aggregate number of Shares available for granting Options under the
Plan to (x) Key Employees and Consultants or (y) Independent Directors,
respectively.
(iii) Sources of Shares Deliverable Under Options. Any Shares delivered
pursuant to an Option may consist, in whole or in part, of authorized and
unissued Shares or of treasury Shares.
(b) Adjustments. In the event that the Committee shall determine that any
(i) subdivision or consolidation of Shares, (ii) dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property),
(iii) recapitalization or other capital adjustment of the Company or (iv)
merger, consolidation or other reorganization of the Company or other rights to
purchase Shares or other securities of the Company, or other similar corporate
transaction or event, affects the Shares such that an adjustment is determined
by the Committee to be appropriate in order to prevent dilution or enlargement
of the benefits or potential benefits intended to be made available under the
Plan, then the Committee shall, in such manner as it may deem necessary to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made under the Plan, adjust any or all of (x) the number and type of
Shares which thereafter may be made the subject of Options, (y) the number and
type of Shares subject to outstanding Options, and (z) the grant, purchase, or
exercise price with respect to any Option or, if deemed appropriate, make
provision for a cash payment to the holder of an outstanding Option; provided,
however, in each case, that (i) with respect to Incentive Stock Options no such
adjustment shall be authorized to the extent that such adjustment would cause
the Plan to violate Section 422 of the Code or any successor provision thereto;
(ii) each such adjustment shall be made in such manner as not to constitute a
cancellation and reissuance of a Non- Qualified Stock Option for purposes of
Section 162(m) of the Code, or the regulations promulgated thereunder, to the
extent that such reissuance would result in the grant of such Options in excess
of the maximum permitted to be granted to any Participant in any fiscal year;
and (iii) the number of Shares subject to any Option denominated in Shares shall
always be a whole number.
Section 5. Eligibility
Except as provided in Section 7, Options may be granted only to Key
Employees and Consultants. In determining the Persons to whom Options shall be
granted and the number of Shares to be covered by each Option, the Committee
shall take into account the nature of the Person's duties, such Person's present
and potential contributions to the success of the Company and such other factors
as it shall deem relevant in connection with accomplishing the purposes of the
Plan. An Independent Director will not be eligible to receive an Option except
as specifically provided in Section 7. A Key Employee or Consultant who has been
granted an Option or Options under the Plan may be granted an additional Option
or Options, subject to such limitations as may be imposed by the Code on the
grant of Incentive Stock Options.
-3-
<PAGE>
Section 6. Option
The Committee is hereby authorized to grant Options to Participants upon
the following terms and the conditions (except to the extent otherwise provided
in Section 7) and with such additional terms and conditions, in either case not
inconsistent with the provisions of the Plan, as the Committee shall determine:
(a) Exercise Price. The purchase price per Share purchasable under Options
shall not be less than 100% of the Fair Market Value of a Share on the date of
grant; provided that the purchase price per Share purchasable under Incentive
Stock Options granted to Ten Percent Stockholders shall be not less than 110% of
the Fair Market Value of a Share on the date of grant.
(b) Option Term. The term of each Non-Qualified Stock Option shall be fixed
by the Committee but generally shall not exceed 10 years from the date of grant.
The term of each Incentive Stock Option shall in no event be more than 10 years
from the date of grant, or in the case of an Incentive Stock Option granted to a
Ten Percent Stockholder, 5 years from the date of grant.
(c) Time and Method of Exercise. The Committee shall determine the time or
times at which an Option may be exercised in whole or in part, and the method or
methods by which, and the form or forms in which, payment of the option price
with respect thereto may be made or deemed to have been made (including, without
limitation, (i) cash, Shares, outstanding Options or other consideration, or any
combination thereof, having a Fair Market Value on the exercise date equal to
the relevant option price and (ii) a broker-assisted cashless exercise program
established by the Committee), provided in each case that such methods avoid
"short-swing" profits to the Participant under Section 16(b) of the Securities
Exchange Act of 1934, as amended. The payment of the exercise price of an Option
may be made in a single payment or transfer, in installments, or on a deferred
basis, in each case in accordance with rules and procedures established by the
Committee.
(d) Early Termination. The unexercised portion of any Option granted to a
Key Employee under the Plan will generally be terminated (i) thirty (30) days
after the date on which the Key Employee's employment is terminated for any
reason other than (A) Cause (as defined below), (B) retirement or mental or
physical disability, or (C) death; (ii) immediately upon the termination of the
Key Employee's employment for Cause; (iii) three months after the date on which
the Key Employee's employment is terminated by reason of retirement or mental or
physical disability; or (iv)(A) 12 months after the date on which the Key
Employee's employment is terminated by reason of the death of the Key Employee,
or (B) three months after the date on which the Key Employee shall die if such
death shall occur during the three-month period following the termination of the
Key Employee's employment by reason of retirement or mental or physical
disability. The term "Cause," as used herein, shall mean (w) the Key Employee's
willful misconduct or fraud in the performance of his duties under such Key
Employee's employment arrangement with the Company, (x) the continued failure or
refusal of the Key Employee (following written notice thereof) to carry out any
reasonable request of the Board for the provision of services under such Key
Employee's employment arrangement with the Company, (y) the material breach by
the Key Employee of his employment arrangement with the Company or (z) the
entering of a plea of guilty or nolo contendere to or the conviction of the Key
Employee for a felony or any other criminal act involving moral turpitude,
dishonesty, theft or unethical business conduct. For purposes of this paragraph
(d), no act shall be considered willful unless done or omitted to be done not in
good faith and without reasonable belief that such action or omission was in the
best interest of the Company.
(e) Incentive Stock Options. All terms of any Incentive Stock Options
granted under the Plan shall comply in all respects with the provisions of
Section 422 of the Code, or any successor provision thereto, and any regulations
promulgated thereunder.
(f) No Cash Consideration for Awards. Awards shall be granted for no cash
consideration or such minimal cash consideration as may be required by
applicable law.
(g) Limits on Transfer of Options. Subject to Code Section 422, no Option
and no right under any such Option, shall be assignable, alienable, saleable, or
transferable by a Participant otherwise than by will
-4-
<PAGE>
or by the laws of descent and distribution or pursuant to a qualified domestic
relations order as defined in the Code or Title I of the Employee Retirement
Income Security Act, or the rules thereunder; provided, however, that, if so
determined by the Committee, a Participant may, in the manner established by the
Committee, designate a beneficiary or beneficiaries to exercise the rights of
the Participant, and to receive any property distributable, with respect to any
Option upon the death of the Participant. Each Option, and each right under any
such Option, shall be exercisable during the Participant's lifetime, only by the
Participant or, if permissible under applicable law with respect to any Option
that is not an Incentive Stock Option, by the Participant's guardian or legal
representative. No Option and no right under any such Option, may be pledged,
alienated, attached, or otherwise encumbered, and any purported pledge,
alienation, attachment, or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.
(h) Term of Options. Except as set forth in Section 6(b) and Section 7, the
term of each Option shall be for such period as may be determined by the
Committee.
(i) Share Certificates. All certificates for Shares or other securities of
the Company delivered under the Plan pursuant to any Option or the exercise
thereof shall be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules, regulations, and
other restrictions of the Securities and Exchange Commission, any stock exchange
upon which such Shares or other securities are then listed, and any applicable
Federal or state securities laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.
Section 7. Options Awarded to Independent Directors
Each Independent Director who is a member of the Board on December 31 of a
year during the term of the Plan from the date of the initial adoption of the
Plan through December 31, 1995 shall automatically be granted a Non-Qualified
Stock Option to purchase 1,500 Shares on January 1 of the following year. Each
Independent Director who is a member of the Board on December 31 of a year
during the term of the Plan beginning in calendar year 1996 shall automatically
be granted a Non-Qualified Stock Option to purchase 2,500 Shares on January 1 of
the following year. All Options granted pursuant to this Section 7 shall (a) be
at an exercise price per Share equal to 100% of the Fair Market Value of a Share
on the date of the grant; (b) have a term of 10 years; (c) terminate (i) upon
termination of an Independent Director's service as a director of the Company
for any reason other than mental or physical disability or death, (ii) three
months after the date the Independent Director ceases to serve as a director of
the Company due to physical or mental disability or (iii)(A) 12 months after the
date the Independent Director ceases to serve as a director due to the death of
the Independent Director or (B) three months after the death of the Independent
Director if such death shall occur during the three month period following the
date the Independent Director ceased to serve as a director of the Company due
to physical or mental disability; and (d) be otherwise on the same terms and
conditions as all other Options granted pursuant to the Plan.
Section 8. Amendment and Termination
Except to the extent prohibited by applicable law and unless otherwise
expressly provided in an Option Agreement or in the Plan:
(a) Amendments to the Plan. The Plan may be wholly or partially amended or
otherwise modified, suspended or terminated at any time or from time to time by
the Board, but no amendment without the approval of the stockholders of the
Company shall be made if stockholder approval would be required under Section
162(m) of the Code, Section 422 of the Code, Rule 16b-3 or any other law or rule
of any governmental authority, stock exchange or other self-regulatory
organization to which the Company is subject. Neither the amendment, suspension
nor termination of the Plan shall, without the consent of the holder of such
Option, alter or impair any rights or obligations under any Option theretofore
granted.
(b) Adjustments of Options Upon Certain Acquisitions. In the event the
Company or any Affiliate shall assume outstanding employee awards in connection
with the acquisition of another business or another corporation or business
entity, the Committee may make such adjustments, not inconsistent with the terms
of the Plan, in the
-5-
<PAGE>
terms of Options as it shall deem appropriate in order to achieve reasonable
comparability or other equitable relationship between the assumed awards and the
Options granted under the Plan as so adjusted.
(c) Adjustments of Options Upon the Occurrence of Certain Unusual or
Nonrecurring Events. The Committee shall be authorized to make adjustments in
the terms and conditions of, and the criteria included in, Options in
recognition of unusual or nonrecurring events (including, without limitation,
the events described in Section 4(b) hereof) affecting the Company, any
Affiliate, or the financial statements of the Company or any Affiliate or of
changes in applicable laws, regulations, or accounting principles, whenever the
Committee determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits to be made
available under the Plan.
(d) Correction of Defects, Omissions, and Inconsistencies. The Committee
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan or any Option in the manner and to the extent it shall deem desirable
to carry the Plan into effect.
Section 9. Election to Have Shares Withheld
(a) In combination with or in substitution for cash withholding or any
other legal method of satisfying federal and state withholding tax liability, a
Participant may elect to have Shares withheld by the Company in order to satisfy
federal and state withholding tax liability (a "share withholding election"),
provided, (i) the Committee shall not have revoked its advance approval of the
holder's share withholding election; and (ii) the share withholding election is
made on or prior to the date on which the amount of withholding tax liability is
determined (the "Tax Date"). If a Participant elects within thirty (30) days of
the date of exercise to be subject to withholding tax on the exercise date
pursuant to the provisions of Section 83(b) of the Code, then the share
withholding election may be made during such thirty (30) day period.
Notwithstanding the foregoing, a holder whose transactions in Common Stock are
subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, may
make a share withholding election only if the following additional conditions
are met: (i) the share withholding election is made no sooner than six (6)
months after the date of grant of the Option, except, however, such six (6)
month condition shall not apply if the Participant's death or disability (as
shall be determined by the Committee) occurs within such six (6) month period;
and (ii) the share withholding election is made (x) at least six (6) months
prior to the Tax Date, or (y) during the period beginning on the third business
day following the date of release of the Company's quarterly or annual financial
results and ending on the twelfth business day following such date.
(b) A share withholding election shall be deemed made when written notice
of such election, signed by the Participant, has been hand delivered or
transmitted by registered or certified mail to the Secretary of the Company at
its then principal office. Delivery of said notice shall constitute an
irrevocable election to have Shares withheld.
(c) If a Participant has made a share withholding election pursuant to this
Section 9; and (i) within thirty (30) days of the date of exercise of the
Option, the Participant elects pursuant to the provisions of Section 83(b) of
the Code to be subject to withholding tax on the date of exercise of the Option,
then such Participant will be unconditionally obligated to immediately tender
back to the Company the number of Shares having an aggregate fair market value
(as determined in good faith by the Committee), equal to the amount of tax
required to be withheld plus cash for any fractional amount, together with
written notice to the Company informing the Company of the Participant's
election pursuant to Section 83(b) of the Code; or (ii) if the Participant has
not made an election pursuant to the provisions of Section 83(b) of the Code,
then on the Tax Date, such Participant will be unconditionally obligated to
tender back to the Company the number of Shares having an aggregate fair market
value (as determined in good faith by the Committee), equal to the amount of tax
required to be withheld plus cash for any fractional amount.
Section 10. Vesting Limitation on Incentive Stock Options
The Fair Market Value of Shares subject to Incentive Stock Options
(determined as of the date such Incentive Stock Options are granted) exercisable
for the first time by any individual during any calendar year shall in no event
exceed $100,000.
-6-
<PAGE>
Section 11. General Provisions
(a) No Rights to Awards. No Key Employee or Consultant shall have any claim
to be granted any Option under the Plan, and there is no obligation for
uniformity of treatment of Key Employees or Consultants or holders or
beneficiaries of Options under the Plan. The terms and conditions of Options
need not be the same with respect to each recipient.
(b) No Limit on Other Plans. Nothing contained in the Plan shall prevent
the Company or any Affiliate from adopting or continuing in effect other or
additional compensation arrangements and such arrangements may be either
generally applicable or applicable only in specific cases.
(c) No Right to Employment. The grant of an Option shall not be construed
as giving a Participant the right to be retained in the employ of the Company or
any Affiliate. Further, the Company or an Affiliate may at any time dismiss a
Participant from employment, free from any liability, or any claim under the
Plan, unless otherwise expressly provided in the Plan or in any Option
Agreement.
(d) Governing Law. The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Delaware and applicable Federal law.
(e) Severability. If any provision of the Plan or any Option is or becomes
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or
would disqualify the Plan or any Option under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed amended without, in the
determination of the Committee, materially altering the intent of the Plan, such
provision shall be deemed void, stricken and the remainder of the Plan and any
such Option shall remain in full force and effect.
(f) No Trust or Fund Created. Neither the Plan nor any Option shall create
or be construed to create a trust or separate fund of any kind or a fiduciary
relationship between the Company or any Affiliate and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company or any Affiliate pursuant to an Option, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.
(g) No Fractional Shares. No fractional Shares shall be issued or delivered
pursuant to the Plan or any Option, and the Committee shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu
of any fractional Shares or whether such fractional Shares or any rights thereto
shall be canceled, terminated, or otherwise eliminated.
(h) Headings. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision hereof.
Section 12. Effective Date of the Plan
The Plan is effective as of May 13, 1994.
Section 13. Term of the Plan
The Plan shall continue until the earlier of (i) the date on which all
Options issuable hereunder have been issued, (ii) the termination of the Plan by
the Board or (iii) May 12, 2004. However, unless otherwise expressly provided in
the Plan or in an applicable Option Agreement, any Option theretofore granted
may extend beyond such date and the authority of the Committee to amend, alter,
adjust, suspend, discontinue, or terminate any such Option or to waive any
conditions or rights under any such Option, and the authority of the Board to
amend the Plan, shall extend beyond such date.
-7-
AGREEMENT FOR
FINANCIAL PUBLIC RELATIONS SERVICES
THIS AGREEMENT is entered into on this 1st day of July 1997 by and between
Market Pathways Financial Relations Incorporated (hereinafter "MP") with is
principal place of business at 2030 Main Street, Suite 620, Irvine, California
92614 and Safety Components International, Inc. (hereinafter "Client"), a
Delaware corporation, with its principal place of business at 2160 North Central
Road, Suite 308, Fort Lee, NJ 07024 - Telephone - 201-592-0008.
HEREAFTER, the Client and MP are referred to collectively as "Parties", and
singularly as "Party".
WHEREAS, the Parties desire to set forth the terms and conditions under
which the said services shall be performed.
NOW, THEREFORE, in consideration of these promises of the mutual covenants
herein, the Parties hereto agree as follows:
ARTICLE I - SCOPE OF SERVICES
MP agrees to perform for the Client the financial services described as follows:
(a) MP will develop, implement, and maintain an ongoing stock market
support system with the general objective of expanding financial community
awareness of the Client's activities, and hence a commensurate interest in the
Client's common stock. This stock market support system will have a four-part
approach:
(i) A SHAREHOLDER COMMUNICATION SYSTEM to keep existing shareholders
informed about the Clients activities and potential.
(ii) A FINANCIAL COMMUNITY SUPPORT SYSTEM to build a national network of
stockbrokers, analysts, and traders who are informed about and interested in the
Client.
(iii) AN INVESTOR LEAD GENERATION SYSTEM to develop leads for selected
stockbrokers and to assist them in their marketing of the Client's stock.
(iv) A MEDIA RELATIONS SYSTEM to increase corporate visibility through
informational press releases, placement of articles and copy consulting on
annual and quarterly report.
-1-
<PAGE>
(b) OPTIONAL SERVICES: Additional projects, such as design and production
of annual and quarterly reports, video or slide presentations, speech writing,
and introductions related to financing and investment banking activities, will
be performed and billed as mutually agreed upon by both Parties on a case by
case basis.
ARTICLE II - PERIOD OF PERFORMANCE
The period of performance under this Agreement shall be for a primary term
of one (1) year from the date hereof. However, this Agreement may be terminated
for any reason by either Party upon 60 days written notice of termination. If no
notice of termination is received by June 30, 1998, this Agreement will
automatically renew for an additional one- (1) year period under the same terms
and conditions. [specifically: $4,000 per month plus expenses and additional
common stock options, as described in Article IV (b).]
ARTICLE III - CONTRACTUAL RELATIONSHIP
In performing the services under this Agreement, Market Pathways shall
operate as, and have the status of, an independent contractor. The Client and
Market Pathways will be mutually responsible for determining the means and the
methods for performing the services described in ARTICLE I.
ARTICLE IV - COMPENSATION
As full consideration for the performance of the basic (four-part) services
described above, the Client shall pay at the rate of $4,000 per month.
(a) CASH: $48,000 cash plus reasonable expenses. Said $48,000 shall be paid
monthly in advance at the rate of $4,000 per month.
(i) Initial payment for the first months shall be due at the time this
Agreement is signed. Following the initial payment, ensuing payments are payable
monthly in advance to Market Pathways' principal place of business are due on
the first day of each month.
(ii) Expenses: Expenses are expected to be approximately $500 per month for
phones and postage. Expenses include, but are not limited to, the following: Air
fare and lodging; telephone, fax and other communications; fare of public
carrier; photocopy and printing; media purchases; postage and special mailings.
Market Pathways agrees to obtain prior client approval for any single expense
over $100. Market Pathways shall submit a monthly invoice to the Client, which
covers the monthly fee and reimbursable expenses. The Client agrees to indemnify
and pay Market Pathways for all expenses committed to on behalf of the Client
prior to termination of this Agreement for any reason.
-2-
<PAGE>
(b) OPTIONS: Common Stock Options (or Warrants) to purchase the Client's
common stock shall be granted to Market Pathways.
(i) Option A - An Option (or Warrant) to purchase 15,000 shares of the
Client's common stock. Each such Option is immediately exercisable and entitles
Market Pathways to purchase securities of the Client as described below, at an
exercise price per share equal to the closing bid price, as quoted by The NASDAQ
Stock Market on July 1, 1997 ($9.75) (subject to adjustment as provided herein)
(the "Exercise Price"). Each Option may be exercised from the date of this
Agreement until 11:59 p.m. (Los Angeles time) on the date that is 12 months from
the date of this Agreement (the "Expiration Date"). Each Option not exercised on
or before the Expiration Date shall expire.
(ii) Securities Subject to Option: Shares underlying the Options will be
registered by the Client at the Client's expense. If the Client does not
register the shares underlying the Options as described above within six months
from the date hereof, upon the written request of Market Pathways thereafter,
the Client shall use its best efforts to cause all shares underlying the Options
to be registered via S-8 registration (or other simplified form) as soon as
practicable.
(c) PRORATED COMPENSATION: If this Agreement is terminated for any reason
the cash amount due will be prorated to the final date of service under this
Agreement. Regardless of the termination date or reason, all Options are deemed
to have been earned and no refund or reduction of Options shall take place.
ARTICLE V - ADJUSTMENTS TO OPTIONS
The Exercise Price and the number of shares of Common Stock and classes of
capital stock of the Client purchasable upon the exercise of each Option are
subject to adjustment from time to time as follows:
(a) If the Client (i) pays a dividend or makes a distribution on its Common
Stock, in each case, in shares of its Common Stock; (ii) subdivides its
outstanding shares of Common Stock into a greater number of shares; (iii)
combines its outstanding shares of Common Stock into a smaller number of shares;
(iv) makes a distribution on its Common Stock in shares of its capital stock
other than Common Stock or (v) issues by reclassification of its shares of
Common Stock any shares of its capital stock; then the number and class of
shares purchasable upon exercise of each Option in effect immediately prior to
such action shall be adjusted so that the holder of any Option thereafter
exercised may receive the number and classes of shares of capital stock of the
Client which such holder would have owned immediately following such action if
such holder had exercised the Option immediately prior to such action.
(b) If the Client is a party to a consolidation, merger or transfer of
assets which reclassifies or changes its outstanding Common Stock, the successor
corporation (or corporation controlling the successor corporation or the
Company, as the case may be) shall by operation of law assume the Client's
obligations under this Agreement.
-3-
<PAGE>
(c) Upon consummation of such transaction the Options shall automatically
become exercisable for the kind and amount of securities, cash or other assets
which the holder of an Option would have owned immediately after the
consolidation, merger or transfer if the holder had exercised the Option
immediately before the effective date of such transaction. As a condition to the
consummation of such transaction, the Client shall arrange for the person or
entity obligated to issue securities or deliver cash or other assets upon
exercise of the Option to, concurrently with the consummation of such
transaction, assume the Client's obligations hereunder by executing an
instrument so providing and further providing for adjustments which shall be a
nearly equivalent as may be practical to the adjustments provided herein.
ARTICLE VI - CLIENT INFORMATION
Since Market Pathways must at all times rely upon the accuracy and
completeness of information supplied to it by the Client's officers, directors,
agents, and employees, the Client agrees to indemnify, hold harmless, and defend
Pathways, its officers, agents, employees at the Client's expense, in any
proceeding or suit which may arise out of and/or due to any inaccuracy or
incompleteness of such material supplied by the Client to Market Pathways.
ARTICLE VII - GRANT OF LICENSE
(a) Market Pathways hereby grants a license to the Client, through the
duration of this agreement, to use Market Pathways' exclusive system, lists
manuals and trademarked and copyrighted materials. Due to the unique and
proprietary nature of these systems and materials, Market Pathways will revoke
this license upon termination of this Agreement for any reason, and all such
materials and lists must be returned to Market Pathways immediately thereafter,
and their use by the Client discontinued.
(b) Market Pathways agrees that all information disclosed to it about the
Client's products, processes and services are the sole property of the Client
and it will not assert any rights to any confidential or proprietary information
or material, nor will it directly or indirectly, except as required in the
conduct of its duties under the Agreement, disseminate or disclose any such
confidential information.
(c) Upon termination of this Agreement, Market Pathways will return to the
Client all documents, records, notebooks and similar items of or containing
confidential information then in its possession, including copies thereof,
whether prepared by Market Pathways or others.
ARTICLE VIII - REPRESENTATIVE AND NOTICES
Notices provided for hereunder shall be in writing and may be served
personally to the Client's representative and Market Pathways' representative at
their respective place of business or by registered mail to the address of each
Party as first set forth herein above or may be transmitted by FAX.
-4-
<PAGE>
ARTICLE IX - ARBITRATION/JURISDICTION OF COURT
Any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, shall be settled by arbitration in the County of Orange,
California, in accordance with the rules of the American Arbitration Association
there in effect, except that the parties thereto shall have any right to
discovery as would be permitted by the Federal Rules of Civil Procedure and the
prevailing Party shall be entitled to actual costs and actual attorney's fees
from arbitration or any other civil action. Judgment upon the award rendered
therein may be entered in any Court having jurisdiction thereof. Jurisdiction
for any legal action is stipulated between the Parties to lie in the County of
Orange, California.
ARTICLE X - MISCELLANEOUS
This Agreement constitutes the entire agreement between the Client and
Market Pathways related to providing financial relations services. It supersedes
all prior or contemporaneous communications, representations or agreements,
whether oral or written, with respect to the subject matter hereof and has been
induced by no representations, statements or agreements other than those herein
expressed. No agreement hereafter made between the Parties shall be binding on
either Party unless reduced to writing and signed by an authorized officer of
the Party bound thereby.
This Agreement shall in all respects be interpreted and construed, and the
rights of the Parties hereto shall be governed by the laws of the State of
California.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers.
Safety Components International Market Pathways Financial Relations
Incorporated Incorporated
By: ____________________________ By:____________________________
Jeffrey J. Kaplan Shannon T. Squyres
Executive Vice President and President
Chief Financial Officer
Date:___________________________ Date:__________________________
-5-
EXHIBIT 5.1
<PAGE>
OPINION OF SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
October 23, 1997
Safety Components International, Inc.
2160 North Central Road
Fort Lee, NJ 07024
Ladies and Gentlemen:
On the date hereof, Safety Components International, Inc., a Delaware
corporation (the "Company"), intends to transmit for filing with the Securities
and Exchange Commission, a Registration Statement on Form S-8 (the "Registration
Statement"), relating to 650,000 shares (the "Shares") of common stock, $.01 par
value per share (the "Common Stock"), of the Company which may be offered from
time to time pursuant to the Company's 1994 Stock Option Plan, as amended (the
"Plan"). This opinion is an exhibit to the Registration Statement.
We have at times acted as counsel to the Company with respect to certain
corporate and securities matters, and in such capacity we are familiar with the
various corporate and other proceedings taken by or on behalf of the Company in
connection with the proposed offer and sale of the Shares as contemplated by the
Registration Statement. However, we are not general counsel to the Company and
would not ordinarily be familiar with or aware of matters relating to the
Company unless they are brought to our attention by representatives of the
Company. We have examined copies (in each case signed, certified or otherwise
proven to our satisfaction to be genuine) of the Company's Certificate of
Incorporation and all amendments thereto, its By-Laws as presently in effect,
minutes and other instruments evidencing actions taken by the Company's
directors and shareholders, the Plan and such other documents and instruments
relating to the Company and the proposed offering as we have deemed necessary
under the circumstances. In our examination of all such agreements, documents,
certificates and instruments, we have assumed the genuineness of all signatures
and the authenticity of all agreements, documents, certificates and instruments
submitted to us as originals and the conformity with the originals of all
agreements, instruments, documents and certificates submitted to us as copies.
Insofar as this opinion relates to securities to be issued in the future, we
have assumed that all applicable laws, rules and regulations in effect at the
time of such issuance are the same as such laws, rules and regulations in effect
as of the date hereof.
We note that we are members of the Bar of the State of New York and that we
are not admitted to the Bar in the State of Delaware. To the extent that the
opinions expressed herein involve the law of the State of Delaware, such
opinions are based solely upon our reading of the Delaware General Corporation
Law as reported by Prentice-Hall Legal and Financial Services.
Based on the foregoing, and subject to and in reliance on the accuracy and
completeness of the information relevant thereto provided to us, it is our
opinion that the Shares to be issued pursuant to the Plan have been duly
authorized and, subject to the effectiveness of the Registration Statement and
compliance with applicable state securities laws, when issued in accordance with
the terms set forth in the Plan and in option agreements issued in accordance
with the Plan, will be legally and validly issued, fully paid and nonassessable.
It should be understood that nothing in this opinion is intended to apply
to any disposition of the Shares which any participant in the Plan might propose
to make.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any filing made by the Company under
the securities or "Blue Sky" laws of any state.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose, except as expressly provided in the preceding
paragraph, without our express written consent, and no party other than you is
entitled to rely on it. This opinion is rendered to you as of the date hereof
and we undertake no obligation to advise you of any change, whether legal or
factual, after the date hereof.
Very truly yours,
/s/ Shereff, Friedman, Hoffman & Goodman, LLP
- ----------------------------------------------
SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
EXHIBIT 23.1
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (file No. 333-04709) and in this Registration Statement on
Form S-8 of our report dated May 22, 1997, except for Notes 1, 6 and 13, which
are as of June 30, 1997, relating to the consolidated financial statements of
Safety Components International, Inc. and subsidiaries which appear on page F-2
of Safety Components International, Inc.'s Annual Report on Form 10-K for the
year ended March 31, 1997.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Costa Mesa, California
October 21, 1997
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (file No. 333-04709) and in this Registration Statement on
Form S-8 of our report dated May 22, 1997, relating to the financial statements
of Valentec International Corporation, excluding Valentec International, Ltd.,
for the year ended March 31, 1997, which appear in Safety Components
International, Inc.'s Current Report on Form 8-K as originally filed on June 6,
1997 and amended on August 5, 1997.
/s/ Price Waterhouse LLP
- ------------------------
PRICE WATERHOUSE LLP
Costa Mesa, California
October 21, 1997
EXHIBIT 23.2
<PAGE>
CONSENT OF BDO DEUTSCHE WARENTREUHAND
October 23, 1997
We consent to the incorporation by reference in the Registration Statement
on Form S-8 (file No. 333-04709) and in this Registration Statement on Form S-8
of Safety Components International, Inc. ("SCI") of our report dated October 7,
1996 on our audit of the financial statements of Phoenix AG's Airbag Division
appearing in SCI's Current Report on Form 8-K as originally filed on August 21,
1996 and as amended on October 21, 1996 and June 6, 1997.
BDO DEUTSCHE WARENTREUHAND
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
/s/ BDO Deutsche Warentreuhand
-5-
EXHIBIT 23.3
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (file No. 333-04709) and in this Registration Statement on
Form S-8 of Safety Components International, Inc. ("SCI") of our report dated
October 7, 1996 on our audit of the financial statements of Phoenix Airbag GmbH,
Hildesheim, as of August 5, 1996 and related statements of operations, of
stockholders' equity and of cash flows for the period from January 1, 1996 to
August 5, 1996, appearing in SCI's Current Report on Form 8-K as originally
filed on August 21, 1996 and as amended on October 21, 1996 and June 6, 1997.
/s/ Price Waterhouse GmbH
- -------------------------
Hamburg
October 22, 1997
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (file No. 333-04709) and in this Registration Statement on
Form S-8 of Safety Components International, Inc. ("SCI") of our report dated
June 3, 1997 on our audit of the financial statements of Phoenix Airbag GmbH,
Hildesheim, as of December 31, 1996 and related statements of operations, of
stockholders' equity and of cash flows for the period from August 6, 1996 to
December 31, 1996, appearing in SCI's Current Report on Form 8-K as originally
filed on August 21, 1996 and as amended on October 21, 1996 and June 6, 1997
/s/ Price Waterhouse GmbH
- -------------------------
PRICE WATERHOUSE GmbH
Hamburg
October 22, 1997
EXHIBIT 23.4
<PAGE>
CONSENT OF PUBLIC INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement and to the incorporation by
reference in the registration statement on Form S-8 (file no. 33-04709) of our
report dated July 10, 1997 (except with respect to the matter discussed in Note
16, as to which the date is July 24, 1997) included in Safety Components
International, Inc's current report on Form 8-K, dated August 7, 1997, as
amended on October 6, 1997, and to all references to our firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Charlotte, North Carolina
October 21, 1997
EXHIBIT 23.5
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 (file No. 333-04709) and in this Registration Statement on Form S-8
of Safety Components International, Inc. ("SCI") of our report dated July 10,
1997 on our audit of the financial statements of the Air Restraint/Industrial
Fabrics Division of JPS Textile Group, Inc. for the period from December 26,
1993 to June 28, 1994, included in SCI's Current Report on Form 8-K, dated
August 7, 1997, as amended on October 6, 1997.
/s/ Coopers & Lybrand L.L.P.
- ----------------------------
Spartanburg, South Carolina
October 21, 1997
