SAFETY COMPONENTS INTERNATIONAL, INC.
2160 North Central Road
Fort Lee, New Jersey 07024
June 30, 1998
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 $43.00 (Federal Wire Number 000083).
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 June 30, 1998.
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 33-0596831
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
2160 North Central Road
Fort Lee, NJ 07024
(Address of principal executive offices) (Zip Code)
OPTIONS GRANTED TO
MARKET PATHWAYS FINANCIAL
RELATIONS INCORPORATED
(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
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Price Aggregate Amount of
to be Registered to be Registered(1) Per Share(2) Offering Price Registration Fee(3)
- -------------------------------- ------------------- -------------- -------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, par 15,000 shares $9.75 $146,250 $43
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) on the basis of the exercise price.
(3) The Registration Fee has been calculated pursuant to Rule 457(h) as
follows: 15,000 multiplied by .000295.
<PAGE>
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference
The following documents which have been filed by Safety Components
International, Inc., a Delaware corporation (the "Registrant") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this registration statement.
(1) The Registrant's Annual Report on Form 10-K for the period ended
March 28, 1998.
(2) The description of the Registrant's Common Stock, par value $.01
per share (the "Common Stock"), which is contained in a registration statement
on Form 8A filed with the Commission under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the time of filing of such documents. Any
statement contained in the documents incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
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<PAGE>
Item 6. Indemnification of Directors and Officers
The indemnification of officers and directors of the Company is
governed by Section 145 of the DGCL and the Certificate of Incorporation. Among
other things, the DGCL permits indemnification of a director, officer, employee
or agent of the Company in civil, criminal, administrative or investigative
actions, suits or proceedings (other than an action by or in the right of the
corporation) to which such person is a party or is threatened to be made a party
by reason of the fact of such relationship with the corporation or the fact that
such person is or was serving in a similar capacity with another entity at the
request of the corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if such person acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, if he had no reasonable cause to believe his conduct was
unlawful. The DGCL permits idemnification of a director, officer, employee or
agent in actions or suits by or in the right of the corporation to which such
person is a party or is threatened to be made a party by reason of the fact of
such relationship with the corporation or the fact that such person is or was
serving in a similar capacity with another entity at the request of the
corporation against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action if
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Delaware Court of Chancery or the court in which the
action or suit was brought determines upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper. Under the DGCL, to the extent that a present or
former director or officer is successful, on the merits or otherwise, in the
defense of any action, suit or proceeding or any claim, issue or matter therein
(whether or not the suit is brought by or in the right of the corporation), such
person shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection therewith. In all
cases in which indemnification is permitted (unless ordered by a court), it may
be made by the corporation only as authorized in the specific case upon a
determination that the applicable standard of conduct has been met by the party
to be indemnified. The determination must be made (i) by a majority of the
directors who were not parties to the action, suit or proceeding, even though
less than a quorum, (ii) by a committee of such directors designated by majority
vote of such directors, even though less than a quorum, (iii) if there are no
such directors, or if such directors so direct, by independent legal counsel in
a written opinion, or (iv) by the stockholders. The statute authorizes the
corporation to pay expenses (including attorneys' fees) incurred by an officer
or director in advance of a final disposition of a proceeding upon receipt of an
undertaking by or on behalf of such director or officer, to repay the advances
if it shall ultimately be determined that such person was not entitled to
indemnification. Such expenses (including attorneys' fees) incurred by other
employees and agents may be paid upon such terms and conditions, if any, as the
Board may determine. The DGCL provides that indemnification and advances of
expenses permitted thereunder are not to be exclusive of any rights to which
those seeking indemnification or advancement of expenses may be entitled under
any By-law, agreement, vote of stockholders or disinterested directors, or
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<PAGE>
otherwise. The DGCL also authorizes the corporation to purchase and maintain
liability insurance on behalf of its directors, officers, employees and agents
regardless of whether the corporation would have the statutory power to
indemnify such persons against the liabilities insured.
The Certificate of Incorporation provides that the Company shall
indemnify each person who was or is made a party or is threatened to be made a
party to or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "Proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer,
employee or agent of the Company or is or was serving at the request of the
Company as director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or agent
or alleged action in any other capacity while serving as a director, officer,
employee or agent, to the maximum extent authorized by the DGCL, and the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment), against all expense, liability and loss (including attorneys'
fees, judgments, fines, excise taxes or penalties pursuant to the Employee
Retirement Income Security Act of 1974, as amended, and amounts paid or to be
paid in settlement) reasonably incurred by such person in connection with such
proceeding and such indemnification shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of
his or her heirs, executors and administrators. The Certificate of Incorporation
provides that the right to indemnification contained therein is a contract right
and includes the right to be paid by the Company for the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that if the DGCL so requires, the payment of such expenses incurred by
a director or officer in advance of the final disposition of a proceeding shall
be made only upon receipt by the Company of an undertaking by or on behalf of
such person to repay all amounts so advanced if it shall ultimately be
determined that such person is not entitled to be indemnified by the Company as
authorized in the Certificate. The Company maintains directors' and officers'
liability insurance covering certain liabilities incurred by the directors and
officers of the Company in connection with the performance of their duties.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed as part of this registration
statement:
4.1 Form of Agreement for Financial Public Relations Services,
dated as of July 1, 1997, by and between the Registrant and
Market Pathways Financial Relations Incorporated.
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consents of Price Waterhouse LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Shereff, Friedman, Hoffman & Goodman, LLP (included in
Exhibit 5.1).
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<PAGE>
24.1 Power of Attorney (included in signature page to this registration
statement).
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 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the 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 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% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(l)(i) and (ii) do not apply if
the registration statement is on Form S-3 or S-8 and the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section
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<PAGE>
13(a) or 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 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 Commission such
indemnification is against public policy as expressed in the Securities 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
registered, the registrants 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 Securities Act and will be governed by
the final adjudication of such issue.
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<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 30th day of
June, 1998.
SAFETY COMPONENTS INTERNATIONAL, INC.
By: /s/ ROBERT A. ZUMMO
-------------------
Robert A. Zummo
President and Chief Executive Officer
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>
<S> <C> <C>
Signature Title Date
- ---------------------------- ------------------------------------------ --------------
/S/ ROBERT A. ZUMMO
- ------------------- Chairman of the Board, President and Chief June 30, 1998
Robert A. Zummo Executive Officer
(Principal Executive Officer)
/S/ JEFFREY J. KAPLAN
- --------------------- Director, Executive Vice President and June 30, 1998
Jeffrey J. Kaplan Chief Financial Officer
(Principal Financial Officer)
/S/ GEORGE D. PAPADOPOULOS
- -------------------------- Corporate Controller and Secretary June 30, 1998
George D. Papadopoulos (Chief Accounting Officer)
/S/ JOSEPH J. DIOGUARDI
- ----------------------- Director June 30, 1998
Joseph J. DioGuardi
/S/ FRANCIS X. SOUZZI
- --------------------- Director June 30, 1998
Francis X. Suozzi
/S/ ROBERT J. TOROK
- ------------------- Director June 30, 1998
Robert J. Torok
</TABLE>
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<PAGE>
SAFETY COMPONENTS INTERNATIONAL, INC.
FORM S-8
REGISTRATION STATEMENT
EXHIBIT INDEX
Exhibit
4.1 Form of Agreement for Financial Public Relations Services, dated as of
July 1, 1997, by and between the Registrant and Market Pathways
Financial Relations Incorporated.
5.1 Opinion of Shereff, Friedman, Hoffman & Goodman, LLP.
23.1 Consents of Price Waterhouse LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 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).
-8-
<PAGE>
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 "MARKET
PATHWAYS"), with its 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 MARKET PATHWAYS 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:
I. - SCOPE OF SERVICES
MARKET PATHWAYS agrees to perform for the Client the financial
services described as follows:
A. MARKET PATHWAYS 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:
1. A SHAREHOLDER COMMUNICATION SYSTEM to keep existing
stockholders informed about the Client's activities and
potential.
2. A FINANCIAL COMMUNITY SUPPORT SYSTEM to build a national
network of stockbrokers, analysts, and traders who are
informed about and interested in the Client.
3. AN INVESTOR LEAD GENERATION SYSTEM to develop leads for
selected stockbrokers and to assist them in their marketing of
the Client's stock.
4. A MEDIA RELATIONS SYSTEM to increase corporate visibility
through informational press releases, placement of articles
and copy consulting on annual and quarterly reports.
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<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.
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).]
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.
IV. - COMPENSATION
As full consideration for the performance of the basic (four-part)
services described above, the Client shall pay Market Pathways compensation as
follows:
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.
1. Initial payment for the first month 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 and are due on the first
day of each month.
2. 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.
B. OPTIONS: Common Stock Options (or Warrants) to purchase the
Client's common stock shall be granted to Market Pathways.
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<PAGE>
1. 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 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.
2. 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 is 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.
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 classes 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.
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
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<PAGE>
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 as nearly equivalent as may be practical to the adjustments provided
herein.
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, Market 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.
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.
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.
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
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<PAGE>
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.
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.
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<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed by their duly authorized officers.
Safety Components International Incorporated
By:
---------------------
Jeffrey J. Kaplan
Executive Vice President and
Chief Financial Officer
Date: September 11, 1997
Market Pathways Financial Relations Incorporated
By:
-------------------
Shannon T. Squyres
President
Date: September 11, 1997
-6-
EXHIBIT 5.1
OPINION OF SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP
June 30, 1998
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 15,000 shares (the "Shares") of common stock, $.01 par
value per share (the "Common Stock"), of the Company which are issuable pursuant
to the terms of a stock option (the "Stock Option") issued by the Company to
Market Pathways Financial Relations Incorporated ("Market Pathways") under the
terms of that certain Agreement for Financial Public Relations Services, dated
as of July 1, 1997, between the Company and Market Pathways (the "Agreement").
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 Agreement 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
<PAGE>
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 upon the exercise of the Option 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 of the Option, 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 the purchaser thereof 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
SFH&G, LLP:RAG:JSH:MSG
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 22, 1997, except for Notes 1 and
6, 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-3 of Safety Components International, Inc.'s Annual Report on
Form 10-K for the year ended March 28, 1998.
/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Costa Mesa, California
June 29, 1998
CONSENT OF PUBLIC INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 5, 1998
included in Safety Components International Inc.'s Form 10-K for the fiscal year
ended March 28, 1998 and to all references to our Firm included in this
registration statement.
/S/ ARTHUR ANDERSEN LLP
New York, New York
June 29, 1998
