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As filed with the Securities and Exchange Commission on June 17, 1999
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.
1999 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)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
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 1,750,000 shares $38.78125 $67,867,187.50 $18,867.08
$.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 June 11, 1999, on the New York
Stock Exchange.
The Exhibit Index appears after the Signature Page of this Registration
Statement.
- --------------------------------------------------------------------------------
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PART II
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Springs Industries, Inc. (the "Company" or the "Registrant") hereby
incorporates by reference the following documents filed with the Securities and
Exchange Commission (the "Commission") under the Securities Exchange Act of 1934
(the "1934 Act"):
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 2, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended April 3, 1999; and
(c) The description of the Common Stock contained in the Company's
Registration Statement filed pursuant to Section 12 of the 1934 Act, including
any amendment or report filed for the purpose of updating the description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 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 remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
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 awards under the Plan. On June
16, 1999, Mr. Dorsett beneficially owned 1,618 shares of the Class A Common
Stock of the Company and, under the Company's 1991 Incentive Stock Plan, held
options to purchase 75,000 shares of the Class A Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 8 of the Company's Restated Articles of Incorporation provides
that no director of the Company shall have personal liability to the Company or
its shareholders for monetary damages for breach of fiduciary duty as a director
unless and to the extent that such elimination or limitation of personal
liability is prohibited by the laws of the State of South Carolina. Article 8 is
designed to implement the personal liability limitations authorized by Section
33-2-102(e) of the South Carolina Business Corporation Act (the "Act"), which
permits certain South Carolina corporations to include in their articles of
incorporation a provision limiting directors' liability for monetary damages for
certain breaches of their fiduciary duties. Under current South Carolina law,
Article 8 does not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve gross negligence,
intentional misconduct, or a knowing violation of law; (iii) for liability
imposed as a result of voting for or assenting to an unlawful distribution from
the Company; or (iv) for any transaction from which the director derived an
improper personal benefit.
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Article 5 of Chapter 8 of Title 33 of the Act authorizes
indemnification of a director made party to a proceeding because he is or was a
director if the director conducted himself in good faith and he reasonably
believed that his conduct in his official capacity was in the corporation's best
interest, and his conduct in all other cases was at least not opposed to its
best interest, and in any criminal proceeding he had no reasonable cause to
believe his conduct was unlawful. Notwithstanding the above, in proceedings to
obtain a judgment in favor of the corporation, indemnification would be limited
to reasonable expenses incurred in connection with the proceeding and only if
the director were not adjudged liable to the corporation, and in the case of
adjudicated liability in any other proceedings, only if the director did not
derive an improper personal benefit. The Act also authorizes corporations to
indemnify officers, employees, and agents who are not directors to the extent,
consistent with public policy, that may be provided by the corporation's
articles of incorporation, bylaws, general or specific action of its board of
directors, or contract. Furthermore, unless limited by its articles of
incorporation, the Act requires a corporation to indemnify a director or officer
who is wholly successful, on the merits or otherwise, in the defense of any
proceeding to which he was a party because he is or was a director or officer
against reasonable expenses incurred by him in connection with the proceeding.
The Registrant's Restated Articles of Incorporation do not impose any
limitations on this requirement. The Company's Bylaws provide generally that the
Registrant shall indemnify each director or officer to the full extent permitted
under the Act.
There are in effect directors' and officers' and fiduciary liability
insurance policies covering certain claims against any director or officer of
the Company by reason of certain acts or omissions by such person in his
capacity as a director or officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
See Exhibit Index.
Item 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(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 the registration statement.
(2) 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.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 [and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934] that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Fort Mill, State of South Carolina, on June 16, 1999.
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, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Date:
<S> <C> <C>
Principal Executive Officer: /s/Crandall C. Bowles June 16, 1999
----------------------------------------
Crandall C. Bowles
Chairman, President, Chief Executive
officer, and Director
Date:
Principal Financial Officer: /s/James F. Zahrn June 16, 1999
----------------------------------------
James F. Zahrn
Executive Vice President and
Chief Financial Officer
Date:
Principal Accounting Officer: /s/Charles M. Metzler June 16, 1999
----------------------------------------
Charles M. Metzler
Vice President-Controller
Directors: Date:
John F. Akers*
John L. Clendenin* June 16, 1999
Leroy S. Close* By: /s/C. Powers Dorsett
------------------------------------
Charles W. Coker* C. Powers Dorsett
John H. McArthur* (attorney-in-fact)*
Aldo Papone* June 16, 1999
Robin B. Smith*
Sherwood H. Smith, Jr.*
Stewart Turley* *by power of attorney
</TABLE>
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<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<S> <C>
Exhibit 4.1 Springs Industries, Inc., Restated Articles of Incorporation,
amended and restated as of April 18, 1994, incorporated by
reference to Exhibit (3) of the Registrant's Form 10-Q filed
August 15, 1994.
Exhibit 4.2 Springs Industries, Inc., Bylaws, amended as of December 12,
1996, incorporated by reference to Exhibit (3)(a) of the
Registrant's Form 10-K filed March 27, 1998.
Exhibit 4.3 Springs Industries, Inc., 1999 Incentive Stock Plan
incorporated by reference from the Company's Proxy Statement
to Shareholders dated March 3, 1999, under the caption
"Exhibit B" on pages B-1 through B-13 of such Proxy Statement.
Exhibit 5.1 Opinion of C. Powers Dorsett regarding the validity of the
securities being registered.
Exhibit 23.1 Consent of C. Powers Dorsett (included in opinion of counsel
filed as Exhibit 5.1).
Exhibit 23.2 Consent of Deloitte & Touche LLP.
Exhibit 24 Powers of Attorney of certain Directors of the Company.
</TABLE>
6
<PAGE> 1
Exhibit 5.1
June 16, 1999
Springs Industries, Inc.
205 North White Street
Fort Mill, SC 29715
Re: Springs Industries, Inc. - Registration Statement on
Form S-8 relating to 1,750,000 shares of Class A Common Stock
Gentlemen:
I am General Counsel of Springs Industries, Inc., a South Carolina corporation
(the "Company"), and have acted as counsel for the Company in connection with
the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933 relating to the registration of 1,750,000 shares of the
Company's Class A Common Stock, par value $.25 per share (the "Shares"), that
may be issued pursuant to the Springs Industries, Inc., 1999 Incentive Stock
Plan (the "Plan").
In connection with this opinion, I have examined and relied upon such records,
documents, certificates, and other instruments as in my judgment are necessary
or appropriate to form the basis for the opinions hereinafter set forth. In such
examination, I have assumed the genuineness of signatures on original documents
and the conformity to such original documents of all copies submitted to me as
certified, conformed, or photographic copies and, as to certificates of public
officials, I have assumed the same to have been properly given and to be
accurate. As to matters of fact material to this opinion, I have relied upon
statements and representations of representatives of the Company and of public
officials.
The opinions expressed herein are limited in all respects to the federal laws of
the United States of America and the laws of the State of South Carolina, and no
opinion is expressed with respect to the laws of any other jurisdiction or any
effect which such laws may have on the opinions expressed herein. This opinion
is limited to the matters stated herein, and no opinion is implied or may be
inferred beyond the matters expressly stated herein.
Based upon and subject to the foregoing, I am of the opinion that upon the
issuance of the Shares as provided in the Plan, the Shares will be validly
issued, fully paid, and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration
Statement and to the reference to my name under the caption "Interest of Named
Experts and Counsel" in the Registration Statement.
Sincerely yours,
/s/C. Powers Dorsett
C. Powers Dorsett
7
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Exhibit 23.2
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 1, 1999,
incorporated by reference in the Annual Report on Form 10-K of Springs
Industries, Inc. for the year ended January 2, 1999.
Deloitte & Touche LLP
Charlotte, North Carolina
June 14, 1999
8
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Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of 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 or her
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or 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. 1999 Incentive Stock Plan, 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 or 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, each of the undersigned has hereunto set his or her
hand this 10th day of June, 1999.
/s/John L. Clendenin /s/John H. McArthur
- ------------------------------ ---------------------------------
John L. Clendenin John H. McArthur
/s/Leroy S. Close /s/Robin B. Smith
- ------------------------------ ---------------------------------
Leroy S. Close Robin B. Smith
/s/Charles W. Coker /s/Sherwood H. Smith, Jr.
- ------------------------------ ---------------------------------
Charles W. Coker Sherwood H. Smith, Jr.
9
<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. 1999 Incentive
Stock Plan, 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 10th
day of June, 1999.
/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. 1999 Incentive
Stock Plan, 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 11th
day of June, 1999.
/s/Aldo Papone
------------------------------------
Aldo Papone
Director
10
<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. 1999 Incentive
Stock Plan, 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 7th
day of June, 1999.
/s/Stewart Turley
------------------------------------
Stewart Turley
Director
11
