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)
Delaware 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)
TEXFI INDUSTRIES, INC.
1990 EXECUTIVE STOCK PURCHASE PLAN
(Full title of the plan)
DANE L. VINCENT, CHIEF FINANCIAL OFFICER
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
<TABLE>
<C> <S> <S> <S> <S>
Title of Securities to be Amount to be Proposed Maximum Proposed Amount of
Registered Registered (1) Offering Price Per Share (2) Maximum Registration Fee
Aggregate (2)
Offering
Price (2)
Common Stock, par 200,000 shares $4.47 $894,000 $271.00
value $1.00 per share
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement also
covers such indeterminate number of additional shares as may
hereinafter be offered or issued to prevent dilution resulting
from stock splits, stock dividends or similar transactions
effected without receipt of consideration as provided by the
Plan.
(2) Computed pursuant to Rule 457(h) and 457(c), based on the
high and low prices reported in the consolidated
reporting system for July 7, 1997.
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 200,000
additional shares of the Common Stock of Texfi Industries, Inc.
(the "Company") issuable pursuant to an amendment to the
Company's 1990 Executive Stock Purchase Plan. The contents of
the Company's Form S-8 Registration Statement (No. 33-38527),
previously filed with the Securities and Exchange Commission, are
hereby incorporated by reference.
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 filed as part of this registration statement:
Exhibit No. Exhibit
5 Opinion of Schell Bray Aycock Abel & Livingston P.L.L.C.
24(a) Consent of Ernst & Young LLP
24(b) Consent of Schell Bray Aycock Abel & Livingston P.L.L.C.
is included in its opinion filed herewith as
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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 City of Raleigh, State of North Carolina, on July 8, 1997.
TEXFI INDUSTRIES, INC.
By:/s/Richard L. Kramer
Richard L. Kramer
Chairman of the Board
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
/s/Richard L. Kramer Chairman of the Board July 8, 1997
Richard L. Kramer of Directors
/s/William L. Remley Chief Executive Officer July 8, 1997
William L. Remley
/s/Andrew J. Parise, Jr. Director July 8, 1997
Andrew J. Parise, Jr.
/s/Richard C. Hoffman Director July 8, 1997
Richard C. Hoffman
/s/Joel J. Karp Director July 8, 1997
Joel J. Karp
/s/John D. Mazzuto Director July 8, 1997
John D. Mazzuto
/s/Dane L. Vincent Chief Financial Officer, July 8, 1997
Dane L. Vincent Vice President and Treasurer
(principal financial and
accounting officer)
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Exhibit 5
July 10, 1997
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. (the
"Registrant"), a Delaware corporation, in connection with the
registration of 200,000 additional shares of Common Stock (the
"Shares") issuable pursuant to the Registrant's 1990 Executive
Stock Purchase 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 (file number 33-38527, 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,
SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C.
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Exhibit 24(a)
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to the 1990 Executive Stock Purchase
Plan of Texfi Industries, Inc., of our report dated December 9, 1996,
except for Note 5, as to which the date is January 30, 1997, with respect
to the consolidated financial statements and schedule of Texfi Industries,
Inc. included in its Annual Report (Form 10-K) for the year ended November
1, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Raleigh, North Carolina
July 3, 1997
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