Registration No. 33-88600
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
ONEITA INDUSTRIES, INC.
(Exact name of issuer as specified in its charter)
Delaware 57-0351045
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4130 Faber Place Drive, Suite 200
Charleston, South Carolina 29405
(803) 529-5225
(Address, including zip code and telephone number, including area code
of registrant's principal executive offices)
Herbert J. Fleming, President
Oneita Industries, Inc.
4130 Faber Place Drive, Suite 200
Charleston, South Carolina 29405
(803) 529-5225
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Neil M. Kaufman, Esq.
Blau, Kramer, Wactlar & Lieberman, P.C.
100 Jericho Quadrangle
Jericho, New York 11753
(516) 822-4820
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box [ ].
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X].
CALCULATION OF REGISTRATION FEE
============================================================================
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of securities registered offering price aggregate offering registration
to be registered per security(1) price(1) fee
- -----------------------------------------------------------------------------------------
Common Stock, par 890,000 $11.13 $9,905,700 $3,415.76(2)
value $.25 per shares
share
============================================================================
(1) Estimated solely for the purpose of calculating the registration fee,
based on the average of the high and low prices of the Common Stock
reported in the consolidated reporting system on January 11, 1995.
(2) Previously paid.
============================================================================
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the commission, acting pursuant to said Section
8(a), may determine.
2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MARCH , 1995
Preliminary Prospectus
ONEITA INDUSTRIES, INC.
890,000 Shares of Common Stock
$.25 par value
--------
The 890,000 shares of Common Stock (the "Shares"), par value
$.25 per share, of Oneita Industries, Inc. (the "Company") being covered by
this Prospectus are being offered by Gintel Fund and Gintel ERISA Fund and any
pledgees, transferees, donees or other successors in interest thereof (the
"Selling Stockholders"). The Shares may be offered by the Selling
Stockholders from time to time in transactions on the New York Stock Exchange,
in privately negotiated transactions, or by a combination of such methods
of sale, at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Selling Stockholders may effect such transactions by
selling the Shares to or through broker-dealers and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions
from the Selling Stockholder or the purchaser of the Shares for whom such
broker-dealers may act as agent or to whom they sell as principal or both
(which compensation to a particular broker-dealer might be in excess of
customary commissions). See "Selling Stockholders" and "Plan of Distribution."
None of the proceeds from the sale of the Shares by the Selling
Stockholders will be received by the Company. The Selling Stockholders will
bear the expenses in connection with the registration and sale of the Shares
being offered by the Selling Stockholders.
The Company's Common Stock is traded on the New York Stock Exchange
(NYSE symbol: ONA). On March 1, 1995, the last reported sale price of the
Company's Common Stock as reported by the New York Stock Exchange was $12.625
per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is March , 1995.
3
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission"), Washington, D.C., a Registration Statement under the
Securities Act of 1933, as amended (the "Act"), with respect to the Common
Stock offered hereby. This Prospectus does not contain all the information
set forth in the Registration Statement and the exhibits relating thereto.
For further information with respect to the Company and the shares of Common
stock offered by this Prospectus, reference is made to such Registration
Statement and the exhibits thereto. Statements contained in this Prospectus
as to the contents of any contract or other document are not necessarily
complete and in each instance reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement for a full
statement of the provisions thereof; each such statement contained herein is
qualified in its entirety by such reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained at the
office of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's Regional Offices at Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and 7 World Trade Center, New York, New York 10048. Copies of such
material can be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549, at prescribed rates. In addition, the Company's
Common Stock is listed on the New York Stock Exchange, and copies of the
foregoing materials and other information concerning the Company can be
inspected at the offices of such exchange at 20 Broad Street, New York, New
York 10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission (File No. 1-9734) pursuant to the Exchange Act, are incorporated by
reference in this Prospectus and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1994, filed with the Commission on December 29, 1994, and
the amendment thereto on Form 10-K/A filed with the Commission on March 6,
1995.
(2) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended December 31, 1994, filed with the Commission on February 13,
1995.
(3) The description of the Company's Common Stock, par value $.25
per share, which is contained in the Company's registration statements on
Form 8-A filed with the Commission on July 13, 1988 and January 21, 1993
under Section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating such description.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of thisProspectus and prior to the
termination of this offering of Common Stock shall be deemed to be incorporated
by reference in this Prospectus and to be part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated by reference (except
for exhibits thereto unless specifically incorporated by reference therein).
Requests for such copies should be directed to the Secretary, Oneita
Industries, Inc., 4130 Faber Place Drive, Suite 200, Charleston, South Carolina
29405, (803) 529-5225.
4
THE COMPANY
The Company is a manufacturer and marketer of activewear, including
T-shirts and fleecewear, and produces infantswear primarily for the newborn
and toddler markets. These products are marketed to the imprinted sportswear
industry through the Company's Activewear Division and to major retailers
through the Company's Retail Division.
The Company's executive offices are located at 4130 Faber Place Drive,
Suite 200, Charleston, South Carolina 29405, (803) 529-5225.
CERTAIN INVESTMENT CONSIDERATIONS
The following information, in addition to other information in this
Prospectus and in the documents incorporated herein by reference, should be
considered carefully by potential purchasers in evaluating the Company, its
business and an investment in shares of the Common Stock offered hereby.
Product Price Fluctuations
The Company's revenues and profitability are directly affected by the
prices it charges for its products. These prices historically have varied
significantly based primarily on supply and demand factors, as well as raw
material costs. Product prices are often determined based on competitive
pressures. Accordingly, the Company's financial performance may be
materially adversely affected during periods in which prices are reduced
or fail to rise correspondingly with costs.
Yarn Price Fluctuations; Expiration of Supply Contracts
Unlike certain of its competitors, the Company does not spin its own
yarn. The Company obtains yarn from several yarn suppliers pursuant to
requirements contracts generally with a term of approximately one year.
If the Company were unable to extend or renew its supply contracts on
satisfactory terms, or replace these contracts with suitable alternative
sources of supply, the Company may be forced to pay higher prices for its yarn
and the Company's business and financial performance could be materially
adversely affected.
Significant Dependence on Major Customers
Approximately 35% of the Company's revenues in the fiscal year ended
September 30, 1994 are attributable to its three largest customers, and
approximately 52% of the Company's revenues for such period are attributable
to its 10 largest customers. The loss of these customers or a substantial
reduction in their purchases from the Company could have a material adverse
effect on the Company's financial performance. The Company's remaining
sales of Activewear products are made to approximately 100 wholesalers. There
can be no assurance given that the Company will not continue to be dependent
upon a small number of major customers for a significant portion of its
revenues and earnings.
Foreign Operations
The Company has subsidiaries that conduct apparel assembly operations
in Mexico and Jamaica. Accordingly, the Company is subject to the risks
inherent in dependence on foreign assembly operations, including economic and
political instability, shipping delays, fluctuations in foreign currency
exchange rates, customs duties and other trade restrictions, any of which
could adversely affect the Company's ability to assemble its products in
a timely and cost-effective manner.
5
USE OF PROCEEDS
The Company will not receive any proceeds from this offering.
PRICE RANGE OF COMMON STOCK
The Company's Common Stock is traded on the New York Stock Exchange
under the symbol ONA. The following table sets forth the high and low sales
prices of the Common Stock as reported on the New York Stock Exchange for
the fiscal periods indicated. The prices have been adjusted to reflect the
payment of stock dividends.
1993 High Low
First Quarter. . . . . . . . . $15.375 $11.25
Second Quarter . . . . . . . . 17.375 9.25
Third Quarter. . . . . . . . . 11.25 7.00
Fourth Quarter . . . . . . . . 8.50 5.875
1994
First Quarter. . . . . . . . . $ 8.375 $ 6.25
Second Quarter . . . . . . . . 7.75 6.375
Third Quarter. . . . . . . . . 9.25 6.625
Fourth Quarter . . . . . . . . 11.125 8.875
1995
First Quarter . . . . . . . . $11.875 $ 9.375
Second Quarter (through March 1, 1995) 12.75 10.625
On March 1, 1995, the last reported sale price of the Common Stock was
$12.625. As of February 28, 1995, there were approximately 200 holders of
record. The number of holders of record excludes beneficial holders whose
Shares are held in the name of nominees or trustees.
6
SELLING STOCKHOLDERS
The following table sets forth the ownership of the Selling Stockholders
of shares of Common Stock of the Company prior to and after giving effect to
the sale of the Shares covered by this Prospectus.
Number (Percentage) of Number of Shares Owned
Shares Owned Prior to After Giving Effect to Sale
Name of Selling Sale of Shares Covered of Shares Covered by this
Stockholder by this Prospectus Prospectus
- --------------- ---------------------- ---------------------------
Gintel Fund 665,000 (9.6%) 0
Gintel ERISA Fund 225,000 (3.2%) 0
Total 890,000 (12.8%) 0
Gintel Fund and Gintel ERISA Fund each are an open-end, non-diversified
investment company registered under the Investment Company Act of 1940.
Gintel Equity Management, Inc., a Connecticut corporation which is an
investment advisor registered under the Investment Advisers Act of 1940, acts
as investment advisor to each of Gintel Fund and Gintel ERISA Fund. Gintel
Equity Management, Inc. is controlled by Robert M. Gintel, the Chairman of the
Board of the Company.
Gintel Equity Management, Inc. will bear the expenses in connection
with the registration and sale of the Shares being offered by the Selling
Stockholders.
PLAN OF DISTRIBUTION
The Shares may be offered by the Selling Stockholders from time to time
in transactions on the New York Stock Exchange, in privately negotiated
transactions, or by a combination of such methods of sale, at fixed prices
that may changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling the Shares to or
through broker-dealers and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholder
or the purchaser of the Shares for whom such broker-dealers may act as agent
or to whom they sell as principal or both (which compensation to a particular
broker-dealer might be in excess of customarycommissions). See "Selling
Stockholders."
LEGAL MATTERS
Certain legal matters in connection with this offering will be passed
upon for the Company by Blau, Kramer, Wactlar & Lieberman, P.C., Jericho, New
York 11753. Edward I. Kramer, a member of the firm, is the Secretary of
the Company. Mr. Kramer owns 2,862 shares of the Company's Common Stock and
options presently exerciseable or exerciseable within sixty (60) days to
purchase 6,510 shares of the Company's Common Stock.
EXPERTS
The consolidated financial statements incorporated by reference in this
Prospectus and elsewhere in the Registration Statement, to the extent and
for the periods indicated in their reports, have been audited by Arthur
Andersen LLP, independent public accountants and are included herein in
reliance upon the authority of said firm as experts in accounting and
auditing in giving said Reports.
6
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No dealer, salesperson, or other person has been authorized by the
Company to give any information or to make any representations other than
those contained in this Prospectus and, if given or made, such other
information or representations must not be relied upon as having been so
authorized by the Company. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any securities other than the
securities to which it relates, or an offer to or solicitation of any person
in any jurisdiction in which such offer or solicitation would be unlawful.
Neither delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that the information herein is
correct as of any time subsequent to the date hereof.
-----------------------
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . 2
Incorporation of Certain Documents
by Reference . . . .. . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . 3
Certain Investment Considerations . . . . . 3
Use of Proceeds . . . . . . . . . . . . . . 4
Price Range of Common Stock . . . . . . . . 4
Selling Stockholders. . . . . . . . . . . . 5
Plan of Distribution. . . . . . . . . . . . 5
Legal Matters . . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . . 5
7
ONEITA INDUSTRIES, INC.
890,000 Common Shares
PROSPECTUS
March , 1995
=============================================================================
8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Securities and Exchange Commission
Filing Fee. . . . . . . . . . . . $3,415.76
Legal Fees. . . . . . . . . . . . . . 10,000.00
Miscellaneous Expenses. . . . . . . . 1,584.24
Total. . . . . . . . . . . . . $15,000.00
Item 15. Indemnification of Directors and Officers
Under provisions of the By-Laws of the Company, each person who is
or was a director or officer of the Company shall be indemnified by the
Company as of right to the full extent permitted or authorized by the General
Corporation Law of Delaware.
Under such law, to the extent that such person is successful on the
merits of defense of a suit or proceeding brought against him by reason of the
fact that he is a director or officer of the Company, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action. If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgements, fines
and amounts paid in settlement 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
Company, and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such 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 Company except that if such a person is adjudged to be liable in such
suit for negligence or misconduct in the performance of his duty to the Company,
he cannot be made whole even for expenses unless the court determines that he
is fairly and reasonably entitled to indemnity for such expenses.
The officers and directors of the Company are covered by officers and
directors liability insurance. The policy coverage is $10,000,000, which
includes reimbursement for costs and fees. There is a maximum deductible
for officers and directors under the policy of $200,000 for each claim.
The Company has entered into Indemnification Agreements with each of its
officers and directors. The Agreements provide for reimbursement for all
direct and indirect costs of any type or nature whatsoever (including
attorneys' fees and related disbursements) actually and reasonably incurred
in connection with either the investigation, defense or appeal of a Proceeding,
as defined, including amounts paid in settlement by or on behalf of an
Indemnitee.
Item 16. Exhibits
5 Opinion of Blau, Kramer, Wactlar & Lieberman, P.C. *
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. ^*
24 Powers of Attorney ^*
- ---------------------
* Previously filed
9
Item 17. 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;
(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
with or furnished to the Committee 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 purposes 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, as amended (the
"Act"), 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.
(h) Insofar as indemnification for liabilities arising under the 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 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.
(i) The undersigned registrant hereby undertakes:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of the registration statement
as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.
10
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-3 and has duly caused this
Amendment to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Greenwich, Connecticut on the 1st
day of March, 1995.
ONEITA INDUSTRIES, INC.
By:/s/ Herbert J. Fleming
-------------------------
Herbert J. Fleming
President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed on
March 1, 1995 by the following persons in the capacities indicated:
Signature Title
--------- -----
/s/ Robert M. Gintel Chairman of the Board
- ---------------------------
Robert M. Gintel
/s/ Herbert J. Fleming President and Director
- ----------------------------
Herbert J. Fleming (Principal Executive Officer)
/s/ James Ford Vice President
- ----------------------------
James Ford (Principal Financial and Accounting
Officer)
/s/ Meyer A. Gross Director
- ----------------------------
Meyer A. Gross
/s/ Lewis Rubin Director
- ----------------------------
Lewis Rubin
/s/ Albert Fried, Jr. Director
- ----------------------------
Albert Fried, Jr.
/s/ John G. Hudson Director
- ----------------------------
John G. Hudson
/s/ H. Varnell Moore Director
- ----------------------------
H. Varnell Moore
11
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ONEITA INDUSTRIES, INC.
Amendment No. 1 to Form S-3
Registration Statement
E X H I B I T I N D E X
Page No. in Sequential
Exhibit Numbering of all Pages,
Number Exhibit Description including Exhibit Pages
- ---------- ------------------- -----------------------
5 Opinion of Blau, Kramer,
Wactlar & Lieberman, P.C. *
23.1 Consent of Arthur Andersen LLP.^
23.2 Consent of Blau, Kramer, Wactlar
& Lieberman, ^ P.C. *
24 Powers of Attorney ^*
------------------------
* Previously filed.