As filed with the Securities and Exchange Commission on May 12, 1998
Registration No. 33-
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
THE SIRENA APPAREL GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4486377
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10333 Vacco Street 91733
South El Monte, California (Zip code)
(Address of principal executive offices)
-------------------
1994 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
-------------------
DOUGLAS ARBETMAN
Chief Executive Officer
The Sirena Apparel Group, Inc.
10333 Vacco Street
South El Monte, California 91733
(Name and address of agent for service)
(626) 442-6680
(Telephone number, including area code, of agent for service)
Copy to:
PAUL H. IRVING, ESQ.
Manatt, Phelps & Phillips
11355 West Olympic Boulevard
Los Angeles, California 90064
(310) 312-4209
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share (2) Price Fee
- ------------------- ----------- ---------- ---------- ---------------
Common Stock,
$0.01 par value 600,000 $7.4375 $4,462,500 $1,316.44
===============================================================================
(1) This Registration Statement covers, in addition to the number of shares
of Common Stock stated above, such indeterminate number of shares of
Common Stock as may be issued upon exercise of options granted under
the 1994 Employee Stock Incentive Plan as a result of the adjustment
provisions thereof.
(2) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457 based upon the average of the
high and low prices of the Common Stock on May 8, 1998.
===============================================================================
<PAGE>
EXPLANATORY NOTE AND INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The Sirena Apparel Group, Inc. (the "Registrant") hereby files this
Registration Statement on Form S-8 with the Securities and Exchange Commission
(the "Commission") to register 600,000 additional shares of the Registrant's
Common Stock, $0.01 par value per share, for issuance pursuant to the
Registrant's 1994 Employee Stock Incentive Plan (the "Plan"), and such
indeterminate number of shares as may become available under the Plan as a
result of the adjustment provisions thereof. The contents of the Registration
Statement on Form S-8 (File No. 33-91650), filed by the Registrant with the
Commission on April 28, 1995, including exhibits thereto, are incorporated
herein by reference. On March 27, 1996, stockholders of the Registrant approved
an amendment to the Plan to increase from 572,465 to 822,465 the number of
shares available for issuance pursuant to the Plan. November 4, 1997,
stockholders of the Registrant approved an amendment to the Plan to increase
from 822,465 to 1,172,465 the number of shares available for issuance pursuant
to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Manatt, Phelps & Phillips, LLP
23.1 Consent of Manatt, Phelps & Phillips, LLP (see Exhibit 5.1)
23.2 Consent of Independent Public Auditors
II-1
<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
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South El Monte, State of California, on this 12th
day of May 1998.
THE SIRENA APPAREL GROUP, INC.
By /s/ Douglas Arbetman
-----------------------------
Douglas Arbetman,
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Douglas Arbetman and William B.
Shaw his true and lawful attorney-in-fact and agent, each with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and to
file the same with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent with full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Maurice B. Newman Chairman, Chief Operating May 12, 1998
- ---------------------- Officer
Maurice B. Newman
/s/ Douglas Arbetman President, Chief Executive May 12, 1998
- ---------------------- Officer and Director
Douglas Arbetman (Principal Executive Officer)
/s/ William B. Shaw Chief Financial Officer and May 12, 1998
- ---------------------- Secretary (Principal Financial
William B. Shaw and Accounting Officer)
/s/ Howard H. Hedinger Director May 12, 1998
- ----------------------
Howard H. Hedinger
/s/ Ellison C. Morgan Director May 12, 1998
- ----------------------
Ellison C. Morgan
II-2
<PAGE>
Exhibit 5.1
May 12, 1998
File No: 09644-001
The Sirena Apparel Group, Inc.
10333 Vacco Street
South El Monte, California 91733
Re: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by The Sirena Apparel Group, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "SEC") in connection with the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of 600,000 shares of the
Company's common stock, $0.01 par value (the "Common Stock"), that may be issued
in the aggregate upon the exercise of awards granted under the Company's 1994
Employee Stock Incentive Plan, as amended (the "Plan").
In rendering this opinion, we have examined such documents and records as
we deemed relevant, including, but not limited to, the following:
1. The Amended and Restated Certificate of Incorporation of the Company;
2. The Amended and Restated Bylaws of the Company;
3. The Plan;
4. The forms of Incentive Stock Option Agreement, Non-Qualified Stock
Option Agreement and Restricted Stock Agreement to be used in
connection with the Plan (the "Agreements");
5. Records of proceedings of the Company's Board of Directors and
stockholders pertaining to the adoption or amendment of the Plan and
the Agreements; and
6. The Registration Statement.
II-3
<PAGE>
The Sirena Apparel Group, Inc.
May 12, 1998
Page 2
With respect to the foregoing documents, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to originals of all documents submitted to us as certified or
reproduced copies. We also have obtained from the officers of the Company
certificates as to such factual matters as we consider necessary for the purpose
of this opinion, and insofar as this opinion is based on such matters of fact,
we have relied on such certificates.
Based upon the foregoing and such further review of fact and law as we have
deemed necessary or appropriate under the circumstances, and assuming, without
further inquiry, that (i) all awards granted under the Plan to date have been,
and all awards to be granted under the Plan will be, duly and validly granted in
accordance with the terms of the Plan, (ii) the consideration for the shares of
Common Stock to be issued pursuant to the exercise of such awards will be
received prior to the issuance thereof, (iii) the shares of Common Stock to be
issued pursuant to the exercise of such awards will be issued in accordance with
the terms of the Plan and the applicable Agreements, (iv) the Registration
Statement will become effective under the Securities Act prior to the issuance
of any shares of Common Stock under the Plan and no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or be pending before the
SEC and (v) the prospectus required to be delivered to participants in the Plan
will be updated and delivered as required by the Securities Act and the rules
and regulations promulgated by the SEC thereunder, upon which assumptions the
following opinion is expressly conditioned, it is the opinion of the undersigned
that the 600,000 shares of Common Stock issuable by the Company upon the
exercise of awards granted pursuant to the Plan will be, when issued and
delivered against payment therefor in accordance with the Plan, the applicable
Agreements and the Registration Statement, duly authorized, validly issued,
fully paid and non-assessable.
This opinion is limited to the current laws of the State of Delaware and
the Securities Act and the rules and regulations promulgated by the SEC
thereunder, to present judicial interpretations thereof and to facts as they
presently exist. In rendering this opinion, we have no obligation to revise or
supplement it should the current laws of the State of Delaware or the Securities
Act or such rules and regulations be changed by legislative action, judicial
decision or otherwise.
II-4
<PAGE>
The Sirena Apparel Group, Inc.
May 12, 1998
Page 3
This opinion is issued to you solely for use in connection with the
Registration Statement and is not to be quoted or otherwise referred to in any
financial statements of the Company or related document, nor is it to be filed
with or furnished to any government agency or other person, without the prior
written consent of the undersigned in each instance.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Manatt, Phelps & Phillips, LLP
II-5
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1994 Employee Stock Incentive
Plan of our report dated September 26, 1997, with respect to the
consolidated financial statements of The Sirena Apparel Group, Inc.
included in its Annual Report on Form 10-K for the fiscal year ended
June 30, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Los Angeles, California
May 11, 1998
II-6
<PAGE>
