<PAGE> 1
As filed with the Securities and Exchange Commission on April 1, 1998
Registration No.
----------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------
SPRINGS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
South Carolina 57-0252730
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
205 North White Street
Fort Mill, South Carolina 29715
(Address of Principal Executive Offices and Zip Code)
SPRINGS INDUSTRIES, INC.
1991 INCENTIVE STOCK PLAN
(Full title of the plan)
C. Powers Dorsett
Senior Vice President-General Counsel and Secretary
Springs Industries, Inc.
205 North White Street
Fort Mill, South Carolina 29715
(Name and address of agent for service)
(803) 547-3768
(Telephone number, including area code, of agent of service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share (1) price
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common
Stock
par value 1,250,000 shares $55.15625 $68,945,312.50 $20,338.87
$.25 per
share
- --------------------------------------------------------------------------------
</TABLE>
(1) Estimated, pursuant to Rules 457(c) and (h) of the Securities Act of
1933, solely for calculation of the registration fee, based on the
average of the high and low prices per share of the Class A Common
Stock on March 30, 1998, on the New York Stock Exchange.
================================================================================
<PAGE> 2
The Exhibit Index appears after the Signature Page of this Registration
Statement.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement filed by Springs Industries, Inc. (the "Company") under
Registration Number 33-46260, as amended, with respect to securities offered
pursuant to the Company's 1991 Incentive Stock Plan, as amended (the "Plan"),
are hereby incorporated by reference herein, and the Registrant hereby deems
such contents to be a part hereof, except as otherwise updated or modified by
this Registration Statement.
PART II
Item 5. Interests of Named Experts and Counsel.
The opinion as to the validity of the securities being registered has
been furnished by C. Powers Dorsett, Senior Vice President-General Counsel and
Secretary of the Registrant, who is eligible for and who has received awards
under the Plan.
<PAGE> 3
SIGNATURES
The Registrant
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 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 Town of Fort Mill, South Carolina, on April 1, 1998.
SPRINGS INDUSTRIES, INC.
By: s/C. Powers Dorsett
-----------------------------------
C. Powers Dorsett
Senior Vice President-
General Counsel & Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
Date:
Principal Executive s/Crandall C. Bowles March 30, 1998
Officer: -------------------------------
Crandall C. Bowles
Director, President & Chief
Executive officer
Date:
Principal Financial s/James F. Zahrn April 1, 1998
Officer: -------------------------------
James F. Zahrn
Executive Vice President and
Chief Financial Officer
Date:
Principal Accounting s/Charles M. Metzler April 1, 1998
Officer: -------------------------------
Charles M. Metzler
Vice President-Controller
(signatures continued on next page)
<PAGE> 4
Directors: Date:
John F. Akers*
John L. Clendenin* April 1, 1998
Leroy S. Close* By: s/C. Powers Dorsett
--------------------
Charles W. Coker* C. Powers Dorsett
Walter Y. Elisha* (attorney-in-fact)*
John H. McArthur* April 1, 1998
Aldo Papone*
Donald S. Perkins*
Robin B. Smith*
Sherwood H. Smith, Jr.*
Stewart Turley* *by power of attorney
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<S> <C>
Exhibit 4.1 Articles of Incorporation of the Registrant, as amended and
currently in effect [incorporated by reference to Exhibit 3(a)
to Registrant's Report on Form 10-Q filed August 15, 1994]
Exhibit 4.2 Bylaws of the Registrant, as amended and currently in
effect [incorporated by reference to Exhibit 3(b) of
Registrant's Report on Form 10-K filed March 27, 1998]
Exhibit 4.3 Amendments to Springs Industries, Inc. 1991 Incentive Stock
Plan [incorporated by reference to Exhibit 10(a) to
Registrant's Report on Form 10-Q filed May 14, 1996, and
Exhibit 10(j) to Registrant's Report on Form 10-K filed March
28, 1997]
Exhibit 5.1 Opinion of C. Powers Dorsett
Exhibit 23.1 Consent of Deloitte & Touche LLP
Exhibit 23.2 Consent of C. Powers Dorsett (included in Exhibit 5.1)
Exhibit 24.1 Powers of Attorney of certain Directors
</TABLE>
<PAGE> 1
Exhibit 5.1
April 1, 1998
Springs Industries, Inc.
205 North White Street
Fort Mill, SC 29715
Re: Opinion of Counsel
This opinion is furnished in connection with the registration by Springs
Industries, Inc. (the "Company") pursuant to a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "1933 Act"), of 1,250,000 shares of Class A Common Stock, $0.25 par value
(the "Shares"), which are to be offered by the Company through its 1991
Incentive Stock Plan, as amended.
As General Counsel of the Company, I am of the opinion, based upon my
familiarity with the affairs of the Company and upon my examination of the law
and pertinent documents, that the Shares, when issued pursuant to the Plan, will
be legally issued, fully paid, and non-assessable shares of Common Stock of the
Company.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an Exhibit to the Registration Statement with
respect to the Shares under the 1933 Act.
Sincerely yours,
C. Powers Dorsett
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Springs Industries, Inc. on Form S-8 of our report dated February 2, 1998
(February 17, 1998, as to the last paragraph in Note 10), incorporated by
reference in the Annual Report on Form 10-K of Springs Industries, Inc. for the
year ended January 3, 1998.
s/Deloitte & Touche LLP
Charlotte, North Carolina
March 31, 1998
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director
of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby
constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, Robert W.
Sullivan, and James F. Zahrn, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead in any and all capacities, to sign one
or more Registration Statements under the Securities Act of 1933, as amended, on
Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem
necessary or desirable, any amendments thereto, and all post-effective
amendments and supplements to such registration statement, for the registration
of securities in connection with the Springs Industries, Inc. 1991 Incentive
Stock Plan, as amended, in such forms as they or any one of them may approve,
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 to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and 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 substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 23rd
day of March, 1998.
s/John F. Akers
-------------------------------------------
John F. Akers
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director
of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby
constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, Robert W.
Sullivan, and James F. Zahrn, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead in any and all capacities, to sign one
or more Registration Statements under the Securities Act of 1933, as amended, on
Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem
necessary or desirable, any amendments thereto, and all post-effective
amendments and supplements to such registration statement, for the registration
of securities in connection with the Springs Industries, Inc. 1991 Incentive
Stock Plan, as amended, in such forms as they or any one of them may approve,
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 to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and 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 substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of March, 1998.
s/John L. Clendenin
-------------------------------------------
John L. Clendenin
Director
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director
of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby
constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, Robert W.
Sullivan, and James F. Zahrn, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead in any and all capacities, to sign one
or more Registration Statements under the Securities Act of 1933, as amended, on
Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem
necessary or desirable, any amendments thereto, and all post-effective
amendments and supplements to such registration statement, for the registration
of securities in connection with the Springs Industries, Inc. 1991 Incentive
Stock Plan, as amended, in such forms as they or any one of them may approve,
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 to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and 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 substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of March, 1998.
s/Leroy S. Close
-------------------------------------------
Leroy S. Close
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director
of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby
constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, Robert W.
Sullivan, and James F. Zahrn, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead in any and all capacities, to sign one
or more Registration Statements under the Securities Act of 1933, as amended, on
Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem
necessary or desirable, any amendments thereto, and all post-effective
amendments and supplements to such registration statement, for the registration
of securities in connection with the Springs Industries, Inc. 1991 Incentive
Stock Plan, as amended, in such forms as they or any one of them may approve,
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 to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and 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 substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of March, 1998.
s/Charles W. Coker
-------------------------------------------
Charles W. Coker
Director
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director
of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby
constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, Robert W.
Sullivan, and James F. Zahrn, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead in any and all capacities, to sign one
or more Registration Statements under the Securities Act of 1933, as amended, on
Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem
necessary or desirable, any amendments thereto, and all post-effective
amendments and supplements to such registration statement, for the registration
of securities in connection with the Springs Industries, Inc. 1991 Incentive
Stock Plan, as amended, in such forms as they or any one of them may approve,
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 to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and 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 substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of March, 1998.
s/Walter Y. Elisha
-------------------------------------------
Walter Y. Elisha
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director
of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby
constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, Robert W.
Sullivan, and James F. Zahrn, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead in any and all capacities, to sign one
or more Registration Statements under the Securities Act of 1933, as amended, on
Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem
necessary or desirable, any amendments thereto, and all post-effective
amendments and supplements to such registration statement, for the registration
of securities in connection with the Springs Industries, Inc. 1991 Incentive
Stock Plan, as amended, in such forms as they or any one of them may approve,
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 to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and 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 substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th
day of March, 1998.
s/John H. McArthur
-------------------------------------------
John H. McArthur
Director
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director
of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby
constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, Robert W.
Sullivan, and James F. Zahrn, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead in any and all capacities, to sign one
or more Registration Statements under the Securities Act of 1933, as amended, on
Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem
necessary or desirable, any amendments thereto, and all post-effective
amendments and supplements to such registration statement, for the registration
of securities in connection with the Springs Industries, Inc. 1991 Incentive
Stock Plan, as amended, in such forms as they or any one of them may approve,
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 to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and 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 substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of March, 1998.
s/Aldo Papone
-------------------------------------------
Aldo Papone
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director
of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby
constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, Robert W.
Sullivan, and James F. Zahrn, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead in any and all capacities, to sign one
or more Registration Statements under the Securities Act of 1933, as amended, on
Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem
necessary or desirable, any amendments thereto, and all post-effective
amendments and supplements to such registration statement, for the registration
of securities in connection with the Springs Industries, Inc. 1991 Incentive
Stock Plan, as amended, in such forms as they or any one of them may approve,
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 to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and 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 substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th
day of March, 1998.
s/Donald S. Perkins
-------------------------------------------
Donald S. Perkins
Director
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director
of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby
constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, Robert W.
Sullivan, and James F. Zahrn, and each of them, her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for her and in her name, place, and stead in any and all capacities, to sign one
or more Registration Statements under the Securities Act of 1933, as amended, on
Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem
necessary or desirable, any amendments thereto, and all post-effective
amendments and supplements to such registration statement, for the registration
of securities in connection with the Springs Industries, Inc. 1991 Incentive
Stock Plan, as amended, in such forms as they or any one of them may approve,
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 to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and to all intents and
purposes as she might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them or their substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 16th
day of March, 1998.
s/Robin B. Smith
-------------------------------------------
Robin B. Smith
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director
of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby
constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, Robert W.
Sullivan, and James F. Zahrn, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead in any and all capacities, to sign one
or more Registration Statements under the Securities Act of 1933, as amended, on
Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem
necessary or desirable, any amendments thereto, and all post-effective
amendments and supplements to such registration statement, for the registration
of securities in connection with the Springs Industries, Inc. 1991 Incentive
Stock Plan, as amended, in such forms as they or any one of them may approve,
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 to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and 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 substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of March, 1998.
s/Sherwood H. Smith, Jr.
-------------------------------------------
Sherwood H. Smith, Jr.
Director
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being a director
of Springs Industries, Inc., a South Carolina corporation (the "Company") hereby
constitutes and appoints Crandall C. Bowles, C. Powers Dorsett, Robert W.
Sullivan, and James F. Zahrn, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place, and stead in any and all capacities, to sign one
or more Registration Statements under the Securities Act of 1933, as amended, on
Form S-8 or such other form as such attorneys-in-fact, or any of them, may deem
necessary or desirable, any amendments thereto, and all post-effective
amendments and supplements to such registration statement, for the registration
of securities in connection with the Springs Industries, Inc. 1991 Incentive
Stock Plan, as amended, in such forms as they or any one of them may approve,
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 to
the end that such Registration Statement or Registration Statements shall comply
with the Securities Act of 1933, as amended, and the applicable Rules and
Regulations adopted or issued pursuant thereto, as fully and 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 substitute or
resubstitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 16th
day of March, 1998.
s/Stewart Turley
-------------------------------------------
Stewart Turley
Director
