As filed with the Securities and Exchange Commission on February 8, 2001.
Registration No. 333-
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)
Share Purchase Plan of Gildan Activewear Inc.
(U.S. Provisions)
(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
Title of Amount To Maximum Aggregate Amount of
Securities To Be Offering Price Offering Registration
Be Registered Registered Per Share(1) Price(1) Fee
Class A
Subordinated
Voting Shares,
without par
value 100,000 $ 41.895 $ 4,189,500 $ 1,047.38
(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 February 5, 2001.
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.
Item 6. Indemnification of Directors and Officers.
The Administrative Resolutions of the Registrant provide as
follows:
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"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 (1) in
respect of an action by or on behalf of the corporation or body
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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 $100.0
million, is subject to a $50,000 general deductible (a $250,000 deductible
with respect to securities-related claims) and contains customary exclusions.
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))
5 Opinion of Ogilvy Renault
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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 Share Purchase Plan (U.S. Provisions)
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 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.
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(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.
(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 city of Montreal, province of Quebec,
Canada on this 7th day of February, 2001.
GILDAN ACTIVEWEAR INC.
By: /s/ Laurence Sellyn
---------------------------
Laurence G. Sellyn,
Executive Vice President,
Finance and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints H. Gregory Chamandy and Gregg
Thomassin, 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
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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.
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/ Gregory Chamandy
- -------------------------
(H. Gregory Chamandy) Chairman of the Board and
Chief Executive Officer February 7, 2001
/s/ Laurence Sellyn
- -------------------------
(Laurence G. Sellyn) Executive Vice President,
Finance and Chief Financial
Officer February 7, 2001
/s/ Gregg Thomassin
- ------------------------
Gregg Thomassin Vice President, Corporate
Controller and Secretary February 7, 2001
/s/ Edwin Tisch
- ------------------------
(Edwin B. Tisch) Director and Executive
Vice President,
Manufacturing February 7, 2001
/s/ Glenn Chamandy
- ------------------------
(Glenn J. Chamandy) Director, President
and Chief
Operating Officer February 7, 2001
/s/ Robert Baylis
- -----------------------
(Robert M. Baylis) Director February 7, 2001
/s/ William Houston
- -------------------------
(William H. Houston III) Director February 7, 2001
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/s/ Daniel Laporte
- --------------------------
(Daniel Laporte) Director February 7, 2001
/s/ Norman Steinberg
- --------------------------
(Norman M. Steinberg) Director February 7, 2001
- --------------------------
(Richard P. Strubel) Director February 7, 2001
Authorized Representative in the United States:
Puglisi & Associates
By: /s/ Gregory F. Lavelle
-----------------------------
Name: Gregory F. Lavelle
Vice President
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EXHIBIT 5
[LETTERHEAD OF OGILVY RENAULT]
February 7, 2001
Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Re: Registration Statement on Form S-8 Filed by
Gildan Activewear Inc. Relating to its Share Purchase Plan
Ladies and Gentlemen:
We are counsel to Gildan Activewear Inc., a company incorporated under
the laws of Canada (hereinafter called the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "1933 Act"),
of the Class A Subordinate Voting Shares, without par value (the "Shares"),
of the Company issuable under the Share Purchase Plan of Gildan Activewear
Inc. (U.S. Provisions) (the "Plan").
For purposes of this opinion, we have examined originals or copies of
the Plan, the Restated Certificate and Articles of Incorporation of the
Company, and such other corporate documents and records of the Company as we
have deemed relevant and necessary as a basis for this opinion.
For purposes of this opinion we have assumed the genuineness of all
signatures on all documents and the completeness, and the conformity to
original documents, of all copies submitted to us and that all
representations of fact (other than those opined on below) expressed in or
implied by the documents are accurate.
On the basis of the foregoing, we are of the opinion that the 100,000
Shares of the Company, when issued pursuant to the terms of the Plan, will
be validly issued as fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 relating to the Plan.
Very truly yours,
/s/ Ogilvy Renault
EXHIBIT 23.1
[KPMG LLP, Chartered Accountants Letterhead]
CONSENT OF INDEPENDENT AUDITORS
To the Board Of Directors
Gildan Activewear Inc.
We consent to the incorporation by reference into the Registration Statement
on Form S-8 of Gildan Activewear Inc. (the "Company") for the registration of
100,000 Class A Subordinate Voting Shares to be issued by the Company
pursuant to the Company's Share Purchase Plan (U.S. Provisions) of our report
dated December 7, 1999 with respect to the consolidated financial statements
of the Company and our report dated December 7, 1999 with respect to the
supplementary information of the Company, both incorporated by reference in
the Company's Form 20-F for the fiscal year ended October 3, 1999 filed with
the U.S. Securities and Exchange Commission, in each case, for the year ended
October 3, 1999, October 4, 1998 and October 5, 1997.
/s/ KPMG LLP
Chartered Accountants
Montreal, Canada
February 7, 2001