As filed with the Securities and Exchange Commission on August 4, 1997
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
WESTPOINT STEVENS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3498354
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
507 WEST TENTH STREET
WEST POINT, GEORGIA 31833
(706) 645-4000
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
RETIREMENT SAVINGS VALUE PLAN
FOR EMPLOYEES OF WESTPOINT STEVENS INC.
(Full Title of Plan)
HOLCOMBE T. GREEN, JR.
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
WESTPOINT STEVENS INC.
507 WEST TENTH STREET
WEST POINT, GEORGIA 31833
(706) 645-4000
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
HOWARD CHATZINOFF, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered(1) Share(2) Price(2) Registration Fee
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Common Shares, par value $0.01 per
share 800,000 shares $37.56 $30,050,000 $9,106.06
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<FN>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act
of 1933, based upon the average of the high and low prices of the shares as
reported by the NASDAQ National Market System, the automated quotation system of
the National Association of Securities Dealers, Inc. on August 1, 1997.
</FN>
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EXPLANATORY NOTE
This Registration Statement registers 800,000 additional
common shares of WestPoint Stevens Inc. (the "Company"), par value $.01 per
share (the "Common Stock"), for issuance in connection with the Company's
Retirement Savings Value Plan for Employees of WestPoint Stevens Inc. The
contents of an earlier Registration Statement on Form S-8 in respect of the
Company, as filed with the Securities and Exchange Commission on October 28,
1994, Registration No. 33-85718, are hereby incorporated by reference.
1
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 Atlanta, State of Georgia, on this 4th day of
August 1997.
WESTPOINT STEVENS INC.
By: /s/ Holcombe T. Green, Jr.
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Name: Holcombe T. Green, Jr.
Title:Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Holcombe T. Green, Jr., Morgan
M. Schuessler and Christopher N. Zodrow or any of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her 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 date indicated.
Signature Title Date
--------- ----- ----
/s/ Holcombe T. Green, Jr. Chairman of the Board and August 4, 1997
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Holcombe T. Green, Jr. Chief Executive Officer
(principal executive officer)
/s/ Morgan M. Schuessler Executive Vice August 4, 1997
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Morgan M. Schuessler President/Finance and Chief
Financial Officer (principal
financial officer)
/s/ Joseph L. Jennings, Jr. Vice Chairman of the Board August 4, 1997
- ------------------------------
Joseph L. Jennings, Jr.
/s/ J. Nelson Griffith Controller (principal August 4, 1997
- ------------------------------
J. Nelson Griffith accounting officer)
/s/ M. Katherine Dwyer Director August 4, 1997
- -----------------------------
M. Katherine Dwyer
/s/ John G. Hudson Director August 4, 1997
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John G. Hudson
2
/s/ Charles W. McCall Director August 4, 1997
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Charles W. McCall
/s/ Douglas T. McClure, Jr. Director August 4, 1997
- ------------------------------
Douglas T. McClure, Jr.
/s/ Gerald B. Mitchell Director August 4, 1997
- ------------------------------
Gerald B. Mitchell
/s/ John F. Sorte Director August 4, 1997
- ------------------------------
John F. Sorte
/s/ Phillip Siegel Director August 4, 1997
- ------------------------------
Phillip Siegel
3
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE NO.
- ----------- ----------- --------
4(a) - Restated Certificate of Incorporation of the Company, as
amended, filed as Exhibit 3.3 to the Company's Post-
Effective Amendment No. 1 to the Registration Statement
on Form S-1 (Commission File No. 33-77726), filed on
May 19, 1994 (incorporated by reference).
4(b) - Amended and Restated By-laws of the Company, as amended
and restated, filed as Exhibit 3.4 to the Company's Post-
Effective Amendment No. 1 to the Registration Statement on
Form S-1 (Commission File No. 33-77726), filed on May 19, 1994
(incorporated by reference).
5 - Opinion and Consent of Counsel of WestPoint Stevens Inc.
23(a) - Consent of Ernst & Young LLP.
23(b) - Consent of Counsel of WestPoint Stevens Inc. (included in
Exhibit 5).
24 - Power of Attorney (included as part of the signature page to
this Registration Statement and incorporated herein by
reference).
Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the registration of 800,000
shares under the Retirement Savings Value Plan for Employees of WestPoint
Stevens Inc. of our report dated February 5, 1997, with respect to the
consolidated financial statements of WestPoint Stevens Inc. included in its
Annual Report (Form 10-K and Form 10-K/A) for the year ended December 31, 1996,
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
-----------------
ERNST & YOUNG LLP
Columbus, Georgia
July 31, 1997
Exhibit 5
August 4, 1997
WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
Gentlemen:
I have acted as counsel to WestPoint Stevens Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended, with respect to the registration of up to 800,000 shares of
the Company's common stock, par value $0.01 per share ("Common Stock"), pursuant
to the Company's Retirement Savings Value Plan for Employees of WestPoint
Stevens Inc. (the "Retirement Savings Value Plan"). Terms defined in the
Registration Statement and not otherwise defined herein are used herein with the
meanings as so defined.
In so acting, I have examined originals or copies, certified
or otherwise identified to my satisfaction, of the Registration Statement and
such corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company as I have deemed relevant and necessary as a
basis for the opinion hereinafter set forth. I have also made such inquiries of
such officers and representatives as I have deemed relevant and necessary as a
basis for the opinion hereinafter set forth.
In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such latter
documents.
Based on the foregoing, and subject to the qualifications
stated herein, I am of the opinion that the shares of Common Stock initially
issuable pursuant to the Retirement Savings Value Plan will be, when issued and
paid for in accordance with the Retirement Savings Value Plan, validly issued,
fully paid and nonassessable.
The opinion herein is limited to the corporate laws of the
State of Delaware, and I express no opinion as to the effect on the matters
covered by this opinion of the laws of any other jurisdiction.
I consent to the use of this opinion as an exhibit to the
Registration Statement. I also consent to any and all references to myself in
the Prospectus which is part of said Registration Statement. I further consent
to the use of this opinion as an exhibit to applications to securities
commissioners of various states of the United States for registration or
qualification of the Common Stock under the securities (or "blue sky") laws of
such states.
This opinion is rendered solely for your benefit in connection
with the transactions described above. This opinion may not be used or relied
upon by any other person and may not be disclosed, quoted, filed with a
governmental agency or otherwise referred to without my prior written consent
except as noted above.
Very truly yours,
/s/ Christopher N. Zodrow
--------------------------
Christopher N. Zodrow