<PAGE>
As filed with the Securities and Exchange Commission on May 31, 1996
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
POLYMER GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 57-1003983
(State of incorporation) (I.R.S. Employer
Identification No.)
4838 Jenkins Avenue, North Charleston, South Carolina 29405
(Address of principal executive offices)
1996 KEY EMPLOYEE STOCK OPTION PLAN
(Full title of the plan)
James G. Boyd
Executive Vice President
4838 Jenkins Avenue
North Charleston, South Carolina 29405
(803) 744-5174
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
H. Kurt von Moltke
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
--------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,466,670 $18.6875(2) $27,408,396(2) $9,451(2)
$.01 per share
- ------------------------------------------------------------------------------------
Common Stock, par value 33,330 $ 18.00(3) $ 599,940(3) $ 207(3)
$.01 per share
- ------------------------------------------------------------------------------------
</TABLE>
(1) Represents 1,500,000 shares of Common Stock to be issued pursuant to the
1996 Key Employee Stock Option Plan. Pursuant to Rule 416, this
Registration Statement shall be deemed to cover any additional shares of
Common Stock which may be issuable pursuant to the antidilution provisions
of the Plan.
(2) Based on number of shares not issued pursuant to stock option plan and
estimated pursuant to Rule 457(h) solely for the purpose of calculating the
amount of the registration fee based upon the average of the high and low
prices reported for the shares on the New York Stock Exchange on May 29,
1996.
(3) Based on number of shares issued pursuant to stock option agreements where
the exercise price is fixed at $18.00 and determined pursuant to Rule
457(h) solely for the purpose of calculating the amount of registration
fee.
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed by Polymer Group, Inc. (the "Company")
with the Commission and information contained therein are incorporated
herein by reference:
1. The Company's prospectus dated May 9, 1996, filed pursuant to Rule
424(b) on May 10, 1996.
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 30, 1996.
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1, filed March 14, 1996, as
amended when declared effective on May 9, 1996, Registration No.
333-2424.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration statement and to be
part thereof from the date of filing such documents.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Officers and Directors.
-----------------------------------------
The Company is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware ("Section
145") provides that a Delaware corporation may indemnify any persons who are, or
are threatened to be made, parties to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action
or proceeding, had no reasonable cause to believe that his conduct was illegal.
A Delaware corporation may indemnify any persons who are, or are threatened to
be made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnify may include expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, provided such
person acted in good faith and in a manner he reasonably believed to be in or
not opposed to the
-2-
<PAGE>
corporation's best interests except that no indemnification is permitted without
judicial approval if the officer or director is adjudged to be liable to the
corporation. Where an officer or director is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him against the expenses which such officer or director has actually
and reasonably incurred.
The Company's Restated Certificate of Incorporation provides for the
indemnification of directors and officers of the Company to the fullest extent
permitted by Section 145.
In that regard, the Restated Certificate of Incorporation provides that the
Company shall indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, administrative or investigative (other than action by or in the
right of the corporation) by reason of the fact that he is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director, officer or member of another corporation, partnership, joint venture,
trust or other enterprise, 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 he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of such corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Indemnification in connection with an action or suit by or in the right of such
corporation to procure a judgment in its favor is limited to payment of expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of such an action or suit except that no such
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable for negligence or misconduct
in the performance of his duty to the indemnifying corporation unless and only
to the extent that the Court of Chancery of Delaware or the court in which such
action or suit was brought shall determine that, despite the adjudication of
liability but in consideration of all the circumstances of the case, such person
is fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
The Company has in effect insurance policies covering all of the Company's
directors and officers in certain instances where by law they may not be
indemnified by the Company.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
4.1 Amended and Restated Certificate of Incorporation of the Registrant,
incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 (File No. 333-2424).
4.2 By-Laws of the Registrant, incorporated by reference to Exhibit 3.2 of
the Registrant's Registration Statement on Form S-1 (File No.
333-2424).
4.3 1996 Key Employee Stock Option Plan effective as of March 8, 1996,
incorporated by reference to Exhibit 10.48 of the Registrant's
Registration Statement on Form S-1 (File No. 333-2424).
4.4 Form of Non-Qualified Stock Option Grant, incorporated by reference to
Exhibit 10.49 of the Registrant's Registration on Form S-1 (File No.
333-2424).
5 Opinion of Kirkland & Ellis with respect to the validity of the
securities being registered.
-3-
<PAGE>
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Coopers & Lybrand.
23.3 Consent of Kirkland & Ellis (included in their opinion filed as
Exhibit 5).
Item 9. Undertakings.
------------
1. The undersigned Registrant hereby undertakes (a) to file, during
any period in which offers or sales are being made, a post-effective
amendment to this registration statement to include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement; (b) that, for the purpose of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof; and (c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report on Form 10-K pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of the 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of their respective counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and have duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, and in the capacity indicated, in the City of North Charleston,
State of South Carolina, on the 31st day of May, 1996.
POLYMER GROUP, INC.
By: /s/ Jerry Zucker
------------------------------------
Name: Jerry Zucker
Title: Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Jerry Zucker, James G. Boyd and David A. Donnini
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including 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, and each of them 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 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.
* * * * *
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on May 31, 1996.
Signatures Title
---------- -----
/s/ Jerry Zucker Chairman, President and Chief Executive Officer
- -------------------------- (Principal Executive Officer)
Jerry Zucker
/s/ James G. Boyd Executive Vice President, Treasurer and Secretary
- -------------------------- (Principal Financial and Accounting Officer)
James G. Boyd
/s/ Bruce V. Rauner Director
- --------------------------
Bruce V. Rauner
/s/ David A. Donnini
- -------------------------- Director
David A. Donnini
-5-
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
No. Description of Exhibit Page
- ------- ---------------------- ------------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant, incorporated by reference to Exhibit 3.1 of
the Registrant's Registration Statement on Form S-1
(File No. 333-2424).
4.2 By-Laws of the Registrant, incorporated by reference to
Exhibit 3.2 of the Registrant's Registration Statement on
Form S-1 (File No. 333-2424).
4.3 1996 Key Employee Stock Option Plan effective as
of March 8, 1996, incorporated by reference to Exhibit
10.48 of the Registrant's Registration Statement on Form
S-1 (File No. 333-2424).
4.4 Form of Non-Qualified Stock Option Grant, incorporated
by reference to Exhibit 10.49 of the Registrant's
Registration on Form S-1 (File No. 333-2424).
5 Opinion of Kirkland & Ellis with respect to the validity
of the securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Coopers & Lybrand.
23.3 Consent of Kirkland & Ellis (included in their opinion
filed as Exhibit 5).
<PAGE>
[Letterhead of Kirkland & Ellis]
May 31, 1996
Polymer Group, Inc.
4838 Jenkins Avenue
North Charleston, South Carolina 29405
Re: POLYMER GROUP, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We are acting as special counsel to Polymer Group, Inc., a Delaware
corporation (the "Company"), in connection with the proposed registration by the
Company of 1,500,000 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), issuable upon exercise of stock options granted
under its 1996 Key Employee Stock Option Plan (the "Option Plan") pursuant to a
registration statement on Form S-8 filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act") (such registration statement, as amended or supplemented, is hereinafter
referred to as the "Registration Statement").
In connection with the foregoing, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including the following: (a) the Amended and Restated
Certificate of Incorporation of the Company; (b) the Restated Bylaws of the
Company; (c) resolutions adopted by the Board of Directors of the Company on
March 8, 1996 with respect to the Option Plan and the issuance of the Common
Stock under such Plan; (d) the Option Plan; and (e) the Registration Statement
and exhibits thereto. With respect to matters of fact necessary to the rendering
of the opinions contained herein, we have obtained or been furnished with, and
have relied upon, such certificates and assurances from officers and
representatives of the Company and such public officials as we deemed necessary
or appropriate.
Denver London Los Angeles New York Washington, D.C.
<PAGE>
KIRKLAND & ELLIS
Polymer Group, Inc.
May 31, 1996
Page 2
In rendering the opinions expressed below, we have assumed, with your
permission and without independent verification, that the signatures of persons
signing all documents in connection with which this opinion is rendered are
genuine and authorized (other than that of the Company), all documents submitted
to us as originals or duplicate originals are authentic, all documents submitted
to us as copies, whether certified or not, conform to authentic original
documents, all parties to the documents reviewed by us (other than the Company)
have full power and authority to execute, to deliver and to perform their
obligations under such documents and under the documents required or permitted
to be delivered and performed thereunder, and all such documents have been duly
authorized by all necessary action, have been duly executed by such parties, and
have been duly delivered by such parties.
Our opinions expressed below are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) public policy considerations which may limit the rights of parties to
obtain certain remedies.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
1. Each share of Common Stock registered under the Registration Statement
and issuable under the Option Plan will be validly issued, fully paid and non-
assessable, if and when the following conditions are satisfied:
<PAGE>
KIRKLAND & ELLIS
Polymer Group, Inc.
May 31, 1996
Page 3
a. the Registration Statement becomes effective;
b. the appropriate officers of the Company have taken all necessary
action to fix and approve the terms of the options;
c. the option under which such share is issued was granted in
accordance with the terms of the Option Plan;
d. such option is exercised in accordance with its terms and the
terms of the Option Plan;
e. the purchaser pays the full consideration for such share as
required by such option; and
f. the Company takes the actions necessary to cause delivery of a
valid certificate representing such share.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We are
admitted to practice law in the State of Illinois and we express no opinions as
to matters under or involving any laws other than the laws of the State of
Illinois, the federal laws of the United States of America and the General
Corporation Law of the State of Delaware. We assume no obligation to revise or
supplement this opinion should the present laws of the States of Illinois or
Delaware or the federal law of the United States be changed by legislative
action, judicial decision or otherwise.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission.
<PAGE>
KIRKLAND & ELLIS
Polymer Group, Inc.
May 31, 1996
Page 4
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.
Very truly yours,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
<PAGE>
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Key Employee Stock Option Plan of Polymer Group,
Inc. of our reports dated February 8, 1996, except as to the second and third
paragraphs of Note 17 as to which the date is May 6, 1996, with respect to the
consolidated financial statements and schedules of Polymer Group, Inc. included
in its Registration Statement (Form S-1 No. 333-2424) and related Prospectus
dated May 9, 1996.
/s/ Ernst & Young LLP
Greenville, South Carolina
May 30, 1996
<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND]
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference and to the use of our report dated
May 23, 1995, with respect to the financial statements of Chicopee B.V. which
are not included separately in the Registration Statement (Form S-8) of Polymer
Group, Inc. for the registration of 1,500,000 shares of Common Stock to be
issued pursuant to its 1996 Key Employee Stock Option Plan.
Eindhoven, May 30, 1996
/s/ COOPERS & LYBRAND N.V.
- --------------------------
Coopers & Lybrand N.V.
