As filed with the Securities and Exchange Commission on June 19, 1996.
Registration No. 33-___________________
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SECURITIES AND EXCHANGE COMMISSION
450 FIFTH STREET, N.W.
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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SPEIZMAN INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 56-0901212
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
508 West Fifth Street
Charlotte, North Carolina 28202
(Address of Principal Executive Offices, including zip code)
SPEIZMAN INDUSTRIES, INC.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plan)
Josef Sklut Copy to:
Speizman Industries, Inc. Elizabeth G. Wren, Esq.
508 West Fifth Street Petree Stockton, L.L.P.
Charlotte, North Carolina 28202 3500 One First Union Center
(704) 372-3751 301 South College Street
(Name, Address, and Telephone Charlotte, NC 28202
Number of Agent for Service) (704) 338-5000
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount To Be Offering Price Aggregate Registration
to be Registered Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.10 Par Value 15,000 (1) $5.125 (2) $76,875 $100.00
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement also includes such indeterminate number of
additional shares of Common Stock of the Registrant as may be issuable
as a result of stock splits, stock dividends or similar transactions as
described in the Stock Option Plan for Non-Employee Directors.
(2) Estimated solely for purposes of calculating the registration fee. The
maximum offering price per share is based upon the average of the high
and low prices of the Common Stock of the Registrant as reported on The
Nasdaq Stock Market on June 14, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item 1. Plan Information *
Item 2. Registrant Information and Employee Plan Annual Information *
* As permitted by the rules of the Securities and Exchange Commission,
the documents containing the information required by Part I of Form S-8
will not be filed with the Commission as part of this Registration
Statement. The documents containing the information specified in Part I
will be delivered to the participants as required by Rule 428(b)
promulgated under the Securities Act of 1933, as amended.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
Speizman Industries, Inc. (the "Registrant") hereby incorporates by
reference in this Registration Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K filed with the
Securities and Exchange Commission (the "Commission") pursuant to
Section 13(a) under the Securities Act of 1934, as amended (the
"Exchange Act"), containing audited consolidated financial statements
for the fiscal year of the Registrant ended July 1, 1995;
(b) All other reports filed with the Commission pursuant to Section
13(a) of the Exchange Act since July 1, 1995; and
(c) The description of the Common Stock contained in the Registration
Statement of the Registrant filed pursuant to Section 12(g) of the
Exchange Act and amendments thereto.
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 hereby 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 respective dates of filing of such
documents with the Commission.
Any statement, including financial statements, contained in a document
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 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
Article 8 of the Bylaws of the Registrant provides as follows:
8.1 Indemnification of Directors, Officers and Others. The
Corporation 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 (including any action, suit or proceeding by
or in the right of the Corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against all expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with the defense or settlement
of such action, suit or proceeding, to the fullest extent and in the
manner set forth in and permitted by the General Corporation Law of the
State of Delaware, as from time to time in effect, and any other
applicable law, as from time to time in effect.
8.2 Authority of the Board. Any indemnification under Section
1 (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper
in the circumstances because he has met the standard of conduct
applicable under the General Corporation Law of the State of Delaware,
as from time to time in effect, or any other applicable law, as from
time to time in effect. Such determination shall be made (1) by the
Board by a majority vote of a quorum consisting of directors who were
not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or, even if obtainable a quorum of disinterested
directors so directed, by independent legal counsel in a written
opinion, or (3) by the stockholders.
8.3 Advance of Expenses. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board in the specific case upon receipt
of an undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the Corporation as authorized
in this Article.
8.4 Indemnification Not exclusive. The rights of
indemnification provided by this Article shall not be deemed exclusive
of any other rights to which such director, officer, employee or agent
may be entitled apart from the foregoing provisions and shall continue
as to any such person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs,
executors and administrators of each such person. The foregoing
provisions of this Article 8 shall be deemed to be a contract between
the Corporation and each director, officer, employee or agent who
serves in such capacity at any time while this Article 8 and the
relevant provisions of the General Corporation Law of the State of
Delaware and other applicable law, if any, are in effect,
4
<PAGE>
and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of acts then or
theretofore existing or any action, suit or proceeding theretofore or
thereafter brought or threatened based in whole or in part upon any
such state of facts.
Reference is made to Article Seventh of the Certificate of
Incorporation of the Registrant, which provides as follows:
SEVENTH: (a) The Corporation 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 (including
any action, suit or proceeding by or in the right of the Corporation)
by reason of the fact that he is or was a director, officer, employee,
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against all expenses (including attorneys' fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in
connection with the defense or settlement of such action, suit or
proceeding, to the fullest extent and in the manner set forth in and
permitted by the General Corporation Law of the State of Delaware, as
from time to time in effect, and any other applicable law, as from time
to time in effect.
(b) The rights of the indemnification provided by
this Article Seventh shall not be deemed exclusive of any other rights
to which such director, officer, employee or agent may be entitled
apart from the foregoing provisions and shall continue as to any such
person who has ceased to be a director, officer, employee or agent and
shall inure to the benefit of the heirs, executors and administrators
of each such person. The foregoing provisions of this Article Seventh
shall be deemed to be a contract between the Corporation and each
director, officer, employee or agent who serves in such capacity at any
time while this Article Seventh and the relevant provisions of the
General Corporation Law of the State of Delaware and other applicable
law, if any, are in effect, and any repeal or modification thereof
shall not affect any rights or obligations then existing with respect
to any state of facts then or theretofore existing or any action, suit
or proceeding theretofore or thereafter brought or threatened based in
whole or in part upon any such state of facts.
Reference is also made to Section 145 of Title 8 of the Delaware Code,
which provides as follows:
(a) A corporation may 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, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys'
fees),
5
<PAGE>
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 the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in a
manner which 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, had reasonable cause to believe that his conduct was
unlawful.
(b) A corporation may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense
or settlement of such action or suit if he 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 except that no indemnification shall
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 Court of Chancery or the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or
such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections
(a) and (b) of this section, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(d) Any indemnification under subsections (a) and (b) (unless
ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsections (a) and (b). Such determination shall be made (1) by the
board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or
(2) if such a quorum is not obtainable, or, even if obtainable a quorum
of disinterested directors so directs, by independent legal counsel in
a written opinion, or (3) by the stockholders.
6
<PAGE>
(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative,
or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the corporation
as authorized in this Section. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the board of directors deems
appropriate.
(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other 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
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
(h) For purposes of this Section, references to "the
corporation" shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its directors, officers, and employees or agents, so that any
person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this Section with
respect to the resulting or surviving corporation as he would have with
respect to such constituent corporation if its separate existence had
continued.
(i) For purposes of this Section, references to "other
enterprises" shall include employee benefit plans; references to
"fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on,
or involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit
7
<PAGE>
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" as referred to in this Section.
(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a
person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification brought under this section or under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation's obligation to advance expenses (including attorneys'
fees).
The Registrant also maintains a directors and officers liability policy
which insures such persons against claims arising from certain acts or decisions
by them in their capacities as directors and officers of the Registrant, subject
to certain exclusions and deductible and maximum amounts.
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits, listed in accordance with the number assigned
to each in the exhibit table of Item 601 of Regulation S-K, are included in Part
II of this Registration Statement.
Exhibit numbers omitted are not applicable.
4 Speizman Industries, Inc. Stock Option Plan for Non-Employee Directors.
5 Legal opinion of Petree Stockton, L.L.P.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Petree Stockton, L.L.P. (Contained in Exhibit 5).
24 Power of Attorney (Contained on signature page).
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
8
<PAGE>
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment hereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if, 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 this 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering
thereof.
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 Securities and Exchange 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
9
<PAGE>
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act, and the right to
indemnification will be governed by the final adjudication of such issue.
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 County of Mecklenburg, State of North Carolina, on this
18th day of June, 1996.
SPEIZMAN INDUSTRIES, INC.
By:/s/ Robert S. Speizman
Robert S. Speizman, President
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
appears below constitutes and appoints Robert S. Speizman and Josef Sklut, and
each of them, his true and lawful attorney-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 and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorney-in-fact and agents, 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 attorney-in-fact and agents, or their 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Robert S. Speizman President (Principal Executive June 18, 1996
Robert S. Speizman Officer) and Director
/s/ Josef Sklut Vice President-Finance, Secretary, June 18, 1996
Josef Sklut Treasurer (Principal Financial
Officer and Principal Accounting
Officer) and Director
/s/ Steven P. Berkowitz Director June 18, 1996
Steven P. Berkowitz
/s/ William Gorelick Director June 13, 1996
William Gorelick
/s/ Scott Lea Director June 18, 1996
Scott Lea
</TABLE>
11
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
4 Speizman Industries, Inc. Stock Option Plan
for Non-Employee Directors
5 Legal opinion of Petree Stockton, L.L.P.
23.1 Consent of BDO Seidman, LLP.
23.2 Consent of Petree Stockton, L.L.P.
(Contained in Exhibit 5).
24 Power of Attorney (Contained on signature
page).
<PAGE>
EXHIBIT 4
SPEIZMAN INDUSTRIES, INC.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
ARTICLE I
Purpose
This Stock Option Plan for Non-Employee Directors (the "Plan") is
designed to advance the interest of Speizman Industries, Inc. (the "Company")
and its stockholders by providing an incentive to each member of the Board of
Directors of the Company (the "Board"), who is not a full-time or part-time
employee of the Company or its parent or subsidiary corporations ("Non-Employee
Director"), to continue in the service of the Company and by creating a direct
interest of the Non-Employee Directors in the future success of the Company's
operations by granting to such persons options to acquire shares of the common
stock of the Company, par value $.10 per share (the "Common Stock"). As used
herein, "parent" shall mean a "parent corporation" as defined in Section 424(e)
of the Internal Revenue Code of 1986, as amended (the "Code"), and "subsidiary"
shall mean a "subsidiary corporation" as defined in Section 424(f) of the Code.
ARTICLE II
Administration
The Plan shall be administered by the Stock Option Committee of the
Board or such other committee as may be appointed by the Board from among its
members to administer the Plan (the "Committee"). The Committee shall consist of
not less than two Non-Employee Directors who are "disinterested persons" within
the meaning of Rule 16b-3(c)(2)(i) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The Committee shall have authority to adopt such
rules and regulations and to make such determinations as are not inconsistent
with the Plan and are necessary or desirable for its implementation and
administration. All decisions, determinations and interpretations of the
Committee shall be final and binding on all optionees.
It is intended that the Plan be nondiscretionary for purposes of Rule
16b-3 under the Exchange Act, and the powers of the Committee under the Plan
shall be limited to ministerial and nondiscretionary acts which do not affect
the status of the Plan as nondiscretionary.
The Committee shall hold its meetings at such times and places as it
may determine, with a majority of the Committee constituting a quorum. Any
action which the Committee has the power to take at a meeting may be taken by
the Committee without a meeting if all of the members of the Committee give
their consent to such action in writing.
<PAGE>
ARTICLE III
Stock
The shares to be optioned under the Plan ("Option Shares") shall be
shares of authorized but unissued Common Stock of the Company. The total number
of shares of Common Stock subject to awards of nonqualified stock options
("Options") granted under the Plan shall not exceed in the aggregate 15,000,
except as such number of shares shall be adjusted in accordance with the
provisions of Article X hereof. The Options granted under the Plan are not
intended to qualify as incentive stock options under Section 422 of the Code. If
an Option should expire, terminate or become unexercisable for any reason
without having been exercised in full, the unpurchased Option Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for the grant of other Options under the Plan.
ARTICLE IV
Eligibility of Participants
Each Non-Employee Director shall be eligible to receive Options in
accordance with the provisions of the Plan.
ARTICLE V
Annual Awards
On December 1st of each year, commencing on December 1, 1995, each
Non-Employee Director shall be granted an Option to purchase 1,000 shares of
Common Stock, subject to adjustment as provided in Article X below (the "Annual
Award"). In the event that the number of shares of Common Stock available for
grants under the Plan is insufficient to grant the number of Options determined
as provided above, Options for the remaining number of shares of Common Stock
available for grant under the Plan shall be granted in equal amounts to each
Non-Employee Director. Notwithstanding the foregoing, any Non-Employee Director
may elect (1) to decline an Annual Award, or (2) to revoke a previous election
to decline an Annual Award, in either event, at any time prior to the date such
Annual Award would otherwise be made. A Non-Employee Director who elects to
decline an Annual Award will receive no compensation in lieu of such Annual
Award (either at the time of such election or at any time thereafter).
Upon the grant of each Annual Award, the Company and the Non-Employee
Director shall enter into a stock option award agreement which shall specify the
date of grant and the Option Price, as defined herein, and shall include or
incorporate by reference the substance of all of the provisions set forth in
Articles VI through IX below and such other provisions consistent with the Plan
as the Committee may determine. The Committee shall have no discretion to select
the Non-Employee Directors who will receive Annual Awards or to determine the
number of Option Shares covered by such Annual Award, the Option Price per
2
<PAGE>
Option Share, the circumstances under which an Annual Award may be granted, or
the period within which Options granted pursuant to Annual Awards may be
exercised or to alter any other terms or conditions in the Plan with respect to
Annual Awards to Non-Employee Directors, except for administering the Plan
subject to the express provisions of the Plan.
Timing of Granting Annual Awards
Grants of Annual Awards shall be made automatically under this Article
without any action by the Committee.
ARTICLE VI
Option Price
The per share Option exercise price (the "Option Price") for all
Options granted under the Plan shall be the fair market value of the Common
Stock of the Company on the date the Annual Award is granted, subject to
adjustments as provided in Article X. If the Common Stock is listed for trading
on any national securities exchange, then the "fair market value" shall be the
closing sale price of the Common Stock on such exchange on the date of grant. If
the Common Stock is not listed for trading on a national securities exchange but
is traded on The Nasdaq Stock Market, then the "fair market value" shall be the
last sale price reported by The Nasdaq Stock Market on the date of grant. If the
Common Stock is neither traded on any national securities exchange nor traded on
The Nasdaq Stock Market, but is traded in the over-the-counter market, then the
"fair market value" shall be the average closing bid and asked prices on the
date of grant provided by any market maker in the Common Stock selected by the
Company to provide quotations for this purpose. If there is no market maker in
the Common Stock, the fair market value shall be the last sale price of the
Common Stock on the date of grant. In the event that on any date of the grant of
options there is no sale of at least 100 shares of Common Stock, the sale price
or the bid and asked prices on the last day on which there was a sale of at
least 100 shares of Common Stock shall be used to determine "fair market value."
ARTICLE VII
Exercise and Term of Options
An Option shall not be exercisable unless: (a) the Option has become
exercisable as provided below; (b) the person exercising the Option has been, at
all times during the period beginning with the date of grant of the Option and
ending on the date of exercise of the Option, a Non-Employee Director, except
that in the event (i) a Non-Employee Director ceases to be a Non-Employee
Director for any reason, he may exercise any of his outstanding Options that are
exercisable on the date he ceases to be a Non-Employee Director at any time
within one year after such date, subject to earlier termination of any such
Option as provided herein, at the end of which one-year period any such Option
that has not been fully exercised shall terminate, or (ii) an optionee shall die
holding any outstanding Options that are exercisable on the date of his death,
his executors, administrators, heirs or distributees, as the case may be, may
exercise any
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such Option at any time within six months after the date of such optionee's
death, even if such six-month period extends beyond the one-year period
described in the preceding clause, but subject to any other earlier termination
of any such Option as provided herein, at the end of which six-month period any
such Option that has not been fully exercised shall terminate; (c) payment in
full is made for the shares of Common Stock being acquired thereunder at the
time of exercise in United States dollars by cash or check; and (d) payment in
full is made for any withholding obligation as provided in Article VIII below.
Options granted under the Plan shall become exercisable in cumulative
increments of 50% and 100% beginning on the first and second anniversaries,
respectively, of the date of grant if on such dates the Non-Employee Director to
whom any such Option was granted remains a Non-Employee Director. In the event a
Non-Employee Director ceases to be a Non-Employee Director, any of his then
outstanding Options that have not become exercisable as provided herein shall
terminate immediately.
In addition, in the event of a merger or consolidation in which the
Company is not the surviving entity, or any other capital reorganization in
which more than 50% of the then outstanding shares of Common Stock are
exchanged, or the sale by the Company of all or substantially all of its assets
to another entity, any outstanding Option that was granted under the Plan more
than six months prior to the date of the Company's adoption of a plan or
definitive agreement in respect of such merger, consolidation, reorganization or
asset sale, as the case may be, shall become exercisable in full as of such
date. Upon the effectiveness of such merger, consolidation, reorganization or
asset sale, as the case may be, any then outstanding Option shall terminate.
Any other provisions of the Plan notwithstanding, (a) no Option shall
become exercisable under any circumstances unless and until the Plan has been
approved by the Company's stockholders, and (b) each Option shall terminate on
the tenth anniversary of the date of grant of such Option subject to earlier
termination as provided herein.
ARTICLE VIII
Payment of Shares
Payment of the Option Price for Option Shares shall be made in full
upon exercise of the Option. Any rights of the Non-Employee Director to exercise
an Option shall be conditioned upon the Non-Employee Director forwarding to the
Company, in addition to the Option Price of the Option Shares, cash payment of
an amount equal to the amount the Company is required by law or regulation of
any governmental authority, whether federal, state or local, domestic or
foreign, to withhold in connection with such exercise of the Option, as
determined by the Committee in its discretion. The amount of such payment shall
be communicated to the Non-Employee Director as soon as practicable following
receipt by the Company of the Non-Employee Director's notice of exercise.
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ARTICLE IX
Non-Transferability of Option
No Option under the Plan shall be transferable except by will or the
laws of descent and distribution. During the lifetime of the optionee, an Option
shall be exercisable only by the optionee.
ARTICLE X
Adjustment for Changes in Capitalization
If the number of issued and outstanding shares of Common Stock as a
whole are increased, decreased or changed into, or exchanged for, a different
number or kind of shares or securities of the Company, whether through merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or the like, an appropriate and proportionate adjustment
shall be made in the number and kind of shares subject to this Plan and in the
number, kind, and per share exercise price of shares subject to outstanding
Options or portions thereof granted prior to any such change. Any such
adjustment in an outstanding Option, however, shall be made without a change in
the total price applicable to the unexercised portion of the Option but with a
corresponding adjustment in the price for each share covered by the Option. No
fractional shares of Common Stock shall be issued under the Plan on account of
any adjustment specified above.
ARTICLE XI
No Obligation to Exercise Option
The granting of an Option shall impose no obligation on the recipient
to exercise such Option.
ARTICLE XII
Rights as a Stockholder
An optionee or a permitted transferee of an Option shall have no right
as stockholder with respect to any Option Shares covered by his Option until
such person shall have become the holder of such Option Shares, and such person
shall not be entitled to any dividends or distributions of other rights in
respect of such Option Shares for which the record date is prior to the date on
which such person shall have become the holder of record thereof.
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ARTICLE XIII
Regulatory Matters
Every Option under the Plan is granted upon the express condition that
the inability of the Company to comply with, or any delay in complying with, any
laws, rules or regulations governing the issuance of Option Shares necessary to
satisfy such Option (including but not limited to complying with the Securities
Act of 1933, as amended (the "Act") and all rules and regulations thereunder),
the fulfillment of which condition is deemed necessary by counsel for the
Company to the lawful issuance or transfer of any such shares, shall relieve the
Company of any liability for the non-issuance or non-transfer, or any delay in
the issuance or transfer of such shares. Further, it is the intention of the
Company that the Plan comply in all respects with Rule 16b-3 under the Exchange
Act ("Rule 16b-3"). If any Plan provisions is found not to be in compliance with
Rule 16b-3, the provision shall be deemed null and void.
ARTICLE XIV
Amendments or Discontinuance of the Plan
The Plan may be amended at any time and from time to time by the Board
as the Board shall deem advisable; provided, however, that except as provided in
Article X above, the Board may not, without further approval by the stockholders
of the Company, increase the maximum numbers of shares of Common Stock as to
which Options may be granted under the Plan, reduce the Option Price described
in Article VI above, extend the period during which Options may be granted or
exercised under the Plan or change the class of persons eligible to receive
Options under the Plan. No amendment of the Plan shall materially and adversely
affect any right of any Non-Employee Director with respect to any Option
theretofore granted without such Non-Employee Director's written consent.
Notwithstanding the foregoing, the Plan may not be amended to change the amount,
price or timing of the Annual Award until at least six months (or such longer or
shorter period required by Rule 16b-3) after the date of the last preceding
amendment except to comport with changes in the Code, the Employee Retirement
Income Security Act, or the rules and regulations promulgated thereunder.
ARTICLE XV
Miscellaneous Provisions
Except as expressly provided for in the Plan, no Non-Employee Director
or other person shall have any claim or right to be granted an Option under the
Plan. The expenses of the Plan shall be borne by the Company.
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ARTICLE XVI
Termination
This Plan shall terminate upon the adoption of a resolution of the
Board terminating the Plan. No termination of the Plan shall materially and
adversely affect any of the rights or obligations of any person, without his
consent, under any Option theretofore granted under the Plan except that upon
the dissolution or liquidation of the Company, this Plan and the Options issued
hereunder shall terminate.
ARTICLE XVII
Effectiveness
The Plan shall become effective upon approval by the Company's
stockholders.
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EXHIBIT 5
<TABLE>
<CAPTION>
<S> <C> <C>
PETREE STOCKTON
ATTORNEYS AT LAW
3500 ONE FIRST UNION CENTER
1001 WEST FOURTH STREET CHARLOTTE, NORTH CAROLINA 28202-6001 4101 LAKE BOONE TRAIL, SUITE 400
WINSTON-SALEM, NORTH CAROLINA 27101-2400 (704) 338-5000 FAX (704) 338-5125 RALEIGH, NORTH CAROLINA 27607-6519
(919) 725-2351 FAX (919) 723-2610 (919) 420-1700 FAX (919) 420-1800
</TABLE>
June 18, 1996
Speizman Industries, Inc.
508 West Fifth Street
Charlotte, North Carolina 28231
Gentlemen:
We refer to the registration statement on Form S-8 (the "Registration
Statement") to be filed by Speizman Industries, Inc. (the "Company") with the
Securities and Exchange Commission on or about June 18, 1996, under the
Securities Act of 1933, as amended, relating to the proposed public offering of
an aggregate of 15,000 shares (the "Shares") of common stock of the Company, par
value $0.10 per share, by the Company pursuant to the Speizman Industries, Inc.
Stock Option Plan for Non-Employee Directors (the "Plan").
As counsel for the Company, we have examined such corporate records,
other documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion. Upon the basis of that
examination, we advise you that, in our opinion, the Shares have been duly and
validly authorized and will be validly issued, fully paid and nonassessable
when issued and paid for in accordance with the terms of the Plan and any
award agreement thereunder and upon the termination or lapse of any
restrictions set forth in any award agreement under the Plan and the
delivery of the certificates representing the Shares so issued.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name whenever appearing in
the Registration Statement.
Very truly yours,
/s/ PETREE STOCKTON, L.L.P.
PETREE STOCKTON, L.L.P.
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Speizman Industries, Inc. on Form S-8 (relating to the Speizman Industries, Inc.
Stock Option Plan for Non- Employee Directors) of our report dated September 1,
1995 appearing in the Speizman Industries, Inc. Annual Report on Form 10-K for
the year ended July 1, 1995.
/s/ BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Charlotte, North Carolina
June 10, 1996
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