Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
TEXFI INDUSTRIES, INC.
(Exact Name of Issuer as specified in its charter)
North Carolina 56-0795032
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
5400 Glenwood Avenue, Suite 215
Raleigh, North Carolina 27612
(Address of Principal Executive Offices) (Zip Code)
TEXFI INDUSTRIES, INC.
DIRECTORS DEFERRED STOCK COMPENSATION PLAN
(Full title of the plan)
DANE L. VINCENT, VICE PRESIDENT
OF FINANCE AND TREASURER
Texfi Industries, Inc.
5400 Glenwood Avenue, Suite 215
Raleigh, North Carolina 27612
(Name and Address of agent for service)
(919) 783-4736
(Telephone Number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate
to be Amount to be Price Offering Amount of
Registered Registered Per Share* Price* Registration Fee
Common Stock,
par value
$1.00 per 100,000 $2.75 $275,000 $94.83*
share shares
*Pursuant to Rule 457(h), the average of the high and low prices
of the Common Stock as reported on the New York Stock Exchange on
June 19, 1995 has been used to calculate the amount of the
registration fee.
Approximate date of sale to the public: Upon effectiveness of
this Registration Statement.
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Registration of Additional Shares
This Registration Statement is filed to register 100,000
additional shares of the Common Stock, par value $1.00 per share of
Texfi Industries, Inc. issuable pursuant to an amendment to the
Company's Directors Deferred Stock Compensation Plan. The contents
of the Company's Form S-8 Registration Statements (No. 33-31969)
filed with the Securities and Exchange Commission, are hereby
incorporated by reference.
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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 it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Raleigh,
State of North Carolina, on June 20, 1995.
TEXFI INDUSTRIES, INC.
By:/S/ Andrew J. Parise, Jr.
Andrew J. Parise, Jr.
President and Chief Operating Officer
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.
Signature Title Date
Chairman of the Board of
Richard L. Kramer Directors
/S/ William L. Remley Chief Executive Officer and June 20, 1995
William L. Remley Vice Chairman of the Board
/S/ Andrew J. Parise, Jr. President, Chief Operating June 20, 1995
Andrew J. Parise, Jr. Officer and Director
/S/ Braxton Schell Director June 20, 1995
Braxton Schell
/S/ William D. Goldston, Jr. Director June 20, 1995
William D. Goldston, Jr.
/S/ John D. Mazzuto Director June 20, 1995
John D. Mazzuto
Director
John S. Rainey
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EXHIBIT 5
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SCHELL BRAY AYCOCK ABEL & LIVINGSTON L.L.P.
Attorneys and Counsellors at Law
Suite 1500 Renaissance Plaza
230 North Elm Street
Greensboro, North Carolina 27401
Telephone 910-370-8800
Telecopier 910-370-8830
June 20, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Texfi Industries, Inc., Registration Statement on Form S-8
Gentlemen:
We have represented Texfi Industries, Inc., a Delaware
corporation (the "Registrant"), in connection with the registration
of 100,000 shares of Common Stock (the "Shares"), issuable pursuant
to an amendment to the Registrant's Directors Deferred Stock
Compensation Plan (the "Plan").
In connection with this plan, we have examined the Registrant's
Charter and Bylaws, as amended, the Registration Statement on Form
S-8 (the "Registration Statement"), the Plan and such corporate
records of the Registrant and questions of law as we have deemed
relevant for the purpose of this opinion. Based upon such review,
we are of the opinion that:
1. All necessary corporate action has been taken to authorize
the issuance of the Shares pursuant to the Plan.
2. When duly issued in accordance with the Plan as
contemplated by the Registration Statement, the Shares
will be validly issued, fully paid and nonassessable
shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. This consent is not to be construed
as an admission that we are a person whose consent is required to
be filed with the Registration Statement under the provisions of
the Securities Act of 1933, as amended.
Very truly yours,
/S/ Schell Bray Aycock Abel & Livingston L.L.P.
SCHELL BRAY AYCOCK ABEL & LIVINGSTON L.L.P.
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EXHIBIT 23
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Consent of Ernst & Young Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Texfi Industries, Inc.
Directors Deferred Stock Compensation Plan of our report dated
December 7, 1994, with respect to the consolidated financial
statements and schedules of Texfi Industries, Inc. included in
its Annual Report (Form 10-K) for the year ended October 28, 1994
filed with the Securities and Exchange Commission.
/S/ Ernst & Young LLP
Ernst & Young LLP
Raleigh, North Carolina
June 20, 1995
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