As filed with the Securities and Exchange Commission on May 11, 2000.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GILDAN ACTIVEWEAR INC./
LES VETEMENTS DE SPORTS GILDAN INC.
(Exact Name of Registrant as Specified in Its Charter)
Canada
(State or Other Jurisdiction of Incorporation or Organization)
Not Applicable
(I.R.S. Employer Identification No.)
725 Montee de Liesse
Ville Saint-Laurent, Quebec
Canada, H4T 1P5
(Address of Principal Executive Offices)
Gildan Activewear Inc. Stock Option Plan
(Full Title of the Plan)
CT Corporation System
1633 Broadway
New York, New York 10019
(Name and Address of Agent For Service)
(212) 664-1666
Telephone Number, including Area Code, of Agent for Service
The Commission is requested to send copies of all communications to:
Gary I. Horowitz, Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
(212) 455-2000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount To Price Offering Registration
To Be Registered Be Registered Per Share(1) Price(1) Fee
Class A Subordinate
Voting Shares,
without par value . . 1,384,444 $32.75 $45,340,541 $11,970
(1) The price per share was estimated in accordance with Rule 457(c) and
(h)(1) under the Securities Act of 1933 for purposes of calculating the
registration fee. The proposed maximum offering price per share, the
proposed maximum aggregate offering price and the amount of the
registration fee are based on the reported average of the high and low
prices of the Registrant's Class A Subordinate Voting Shares on the New
York Stock Exchange on May 10, 2000.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission by Gildan Activewear Inc. (the "Registrant") are hereby
incorporated in this Registration Statement by reference:
(a) The Registrant's Annual Report on Form 20-F for the fiscal year
ended October 3, 1999.
(b) The description of the Registrant's Class A Subordinate Voting
Shares contained in the Registrant's Registration Statement on
Form 8-A dated August 27, 1999, which incorporates by reference
the "Description of Share Capital" in the Registrant's
Registration Statement on Form F-1 (File No. 333-74609).
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "1934 Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Ogilvy Renault is rendering an opinion regarding the validity of the
Class A Subordinate Voting Shares. Norman M. Steinberg, a director of the
Registrant, is a partner of Ogilvy Renault.
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Item 6. Indemnification of Directors and Officers.
The Administrative Resolutions of the Registrant provide as follows:
"Subject to the limitations contained in the Canada Business
Corporations Act, as amended, but without limit to the right of the
Corporation to indemnify any person under such Act or otherwise, the
Corporation shall indemnify a Director or Officer, a former Director
or former Officer, or a person who acts or acted at the Corporation's
request as the director or officer of a body corporate of which the
Corporation is or was a shareholder or creditor, and his heirs and
legal representatives against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by and in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by
reason of being or having been a Director or Officer of the
Corporation or of such body corporate, if (a) he acted honestly and
in good faith with a view to the best interest of the Corporation;
and (b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable
grounds for believing that his conduct was lawful."
The Canada Business Corporations Act (the "CBCA") provides that
directors and officers may be indemnified by the Registrant generally, as
follows:
"124.(1) Indemnification--Except in respect of an action by or on
behalf of the corporation or body corporate to procure a judgment in
its favour, a corporation may indemnify a director or officer of the
corporation, a former director or officer of the corporation or a
person who acts or acted at the corporation's request as a director
or officer of a body corporate of which the corporation is or was a
shareholder or creditor, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, reasonably incurred by him in
respect of any civil, criminal or administrative action or proceeding
to which he is made a party by reason of being or having been a
director or officer of such corporation or body corporate if:
(a) he acted honestly and in good faith with a view to the best
interests of the corporation; and
(b) in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had
reasonable grounds for believing that his conduct was
lawful.
(2) Indemnification in derivative actions--A corporation may with
the approval of a court indemnify a person referred to in subsection
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(1) in respect of an action by or on behalf of the corporation or
body corporate to procure a judgment in its favour, to which he is
made a party by reason of being or having been a director or officer
of the corporation or body corporate, against all costs, charges and
expenses reasonably incurred by him in connection with such action if
he fulfills the conditions set out in paragraphs (1)(a) and (b).
(3) Indemnity as of right--Notwithstanding anything in this section,
a person referred to in subsection (1) is entitled to indemnity from
the corporation in respect of all costs, charges and expenses
reasonably incurred by him in connection with the defence of any
civil, criminal or administrative action or proceeding to which he is
made a party by reason of being or having been a director or officer
of the corporation or body corporate, if the person seeking
indemnity:
(a) was substantially successful on the merits in his defence
of the action or proceeding; and
(b) fulfills the conditions set out in paragraph (1)(a) and
(b)."
The Registrant maintains a Directors & Officers Indemnity Insurance
Policy, which indemnifies the Registrant's directors and officers for
wrongful acts. The Registrant's policy limits liability coverage to $50.0
million, is subject to a $50,000 general deductible (a $250,000 deductible
with respect to securities-related claims) and contains customary exclusions.
In addition, Daniel Laporte, a director of the Registrant, is covered by a
$5.0 million directors and officers liability insurance policy maintained by
Le Fonds de solidarite des travailleurs du Quebec (F.T.Q.).
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Exhibit Number Description of Exhibits
4.1 Restated Certificate and Articles of
Incorporation, dated January 8, 1999
(incorporated by reference to Exhibit 3.1 to
Registration Statement on Form F-1 filed March
17, 1999 (File No. 333-74609))
4.2 By-Law One (incorporated by reference to Exhibit
3.2 to Registration Statement on Form F-1 filed
March 17, 1999 (File No. 333-74609))
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5 Opinion of Ogilvy Renault
23.1 Consent of KPMG, Chartered Accountants
23.2 Consent of Ogilvy Renault (contained in Exhibit
5)
24 Power of Attorney (included on the signature page
hereto)
99 Stock Option Plan
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
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
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) shall 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
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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.
(4) To file a post-effective amendment to the registration
statement to include any financial statements required by Rule 3-19 of
this chapter at the start of any delayed offering or throughout a
continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished,
provided that the registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required pursuant to
this paragraph (4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date
of those financial statements.
(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
any 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
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
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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.
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 Montreal, province of Quebec,
Canada on this 10th day of May, 2000.
GILDAN ACTIVEWEAR INC.
By: /s/ Laurence G. Sellyn
Laurence G. Sellyn,
Executive Vice President,
Finance and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints H. Gregory Chamandy and Eric
Doyon, and each of them individually, his true and lawful agent, proxy and
attorney-in-fact, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to (i) act on,
sign and file with the Securities and Exchange Commission any and all
amendments (including post-effective amendments) to this registration
statement together with all schedules and exhibits thereto, (ii) act on, sign
and file with the Securities and Exchange Commission any registration
statement relating to this registration statement with respect to the
registration of additional securities of the same class as the securities
registered pursuant to this registration statement relating to an employee
benefit plan, (iii) act on, sign and file with the Securities and Exchange
Commission any exhibits to this registration statement or any such
registration statement or amendments (including post-effective amendments),
(iv) act on, sign and file such certificates, instruments, agreements and
other documents as may be necessary or appropriate in connection therewith,
(v) act on and file any supplement to any prospectus included or incorporated
by reference in this registration statement or any such registration
statement or amendment and (vi) take any and all actions which may be
necessary or appropriate in connection therewith, granting unto such agents,
proxies and attorneys-in-fact, and each of them individually, full power and
authority to do and perform each and every act and thing necessary or
appropriate to be done, as fully for all intents and purposes as he might or
could do in person, hereby approving, ratifying and confirming all that such
agents, proxies and attorneys-in-fact, any of them or any of his or their
substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
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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.
Name Title Date
/s/ H. Gregory Chamandy
(H. Gregory Chamandy) Chairman of the Board and May 10, 2000
Chief Executive Officer
/s/ Laurence G. Sellyn
(Laurence G. Sellyn) Executive Vice President, Finance
and Chief Financial Officer May 10, 2000
/s/ Gregg Thomassin
(Gregg Thomassin) Corporate Controller May 10, 2000
/s/ Edwin B. Tisch
(Edwin B. Tisch) Director and Executive Vice May 10, 2000
President, Manufacturing
(Glenn J. Chamandy) Director, President and Chief May 10, 2000
Operating Officer
/s/ Robert M. Baylis
(Robert M. Baylis) Director May 10, 2000
/s/ William H. Houston III
(William H. Houston III) Director May 10, 2000
/s/ Daniel Laporte
(Daniel Laporte) Director May 10, 2000
/s/ Norman M. Steinberg
(Norman M. Steinberg) Director May 10, 2000
/s/ Richard P. Strubel
(Richard P. Strubel) Director May 10, 2000
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Authorized Representative in the United States:
Puglisi & Associates
By: /s/ Gregory F. Lavelle
Name: Gregory F. Lavelle
Vice President
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