================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): February 27, 1999
JPS TEXTILE GROUP, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
33-27038 57-0868166
- --------------------------------------------------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
555 NORTH PLEASANTBURG DRIVE, SUITE 202
GREENVILLE, SOUTH CAROLINA 29607
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(864) 239-3900
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
N/A
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
================================================================================
NYFS08...:\75\55175\0004\1924\8-K1279U.03E
Item 5. Other Events.
On February 27, 1999, Jerry E. Hunter resigned as President and
Chief Executive Officer of JPS Textile Group, Inc. (the "Company") and as
Chairman of the Board of Directors of the Company (the "Board") in connection
with his retirement from the Company, and Mr. Hunter agreed in writing with the
Company that his retirement would be treated as a "Good Reason" termination by
him of his employment (the "Separation Agreement").
On the same day, the Board elected Michael L. Fulbright to serve as
Chairman of the Board and as President and Chief Executive Officer of the
Company. The Company has entered into an Employment Agreement with Mr.
Fulbright, dated February 28, 1999 (the "Employment Agreement"), which provides
that Mr. Fulbright will serve as Chairman, President and Chief Executive Officer
of the Company until October 31, 2001. Under the Employment Agreement, Mr.
Fulbright's base salary is $550,000 per annum. In addition, Mr. Fulbright will
receive a relocation grant cash payment of $325,000. Mr. Fulbright is eligible
to receive an annual bonus for each of fiscal years 1999, 2000 and 2001 of
between 50% and 200% of his base salary based upon the Company's attainment of
certain performance goals specified in its annual Management Incentive Bonus
Plan. Simultaneously with the execution of the Employment Agreement, pursuant to
a Stock Option Agreement, the Compensation Committee of the Board granted Mr.
Fulbright options to acquire 500,000 shares of the Company's common stock, $.01
per share. The grant of the options is subject to stockholder approval of the
First Amendment to the JPS Textile Group, Inc. 1997 Incentive and Capital
Accumulation Plan (the "Plan Amendment"), which, if approved, would increase the
number of shares available under the Company's 1997 Incentive and Capital
Accumulation Plan.
The foregoing description of the Separation Agreement, the
Employment Agreement, the Stock Option Agreement and the Plan Amendment does not
purport to be complete and is qualified in its entirety by reference to the
copies of the Separation Agreement, the Employment Agreement, the Stock Option
Agreement and the Plan Amendment attached hereto as Exhibits 10.1, 10.2, 10.3
and 10.4, respectively.
Additionally, the Company issued a press release on March 1, 1999,
announcing the retirement of Mr. Hunter and the election of Mr. Fulbright as his
successor. A copy of the press release is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Exhibit No. Exhibit
- ----------- -------
10.1 Separation Agreement, dated February 27, 1999,
between the Company and Jerry E. Hunter
10.2 Employment Agreement, dated February 28, 1999,
between the Company and Michael L. Fulbright
10.3 Stock Option Agreement, dated February 28, 1999,
between the Company and Michael L. Fulbright
10.4 Amendment to the JPS Textile Group, Inc. 1997
Incentive and First Capital Accumulation Plan
99.1 Press Release dated March 1, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
JPS Textile Group, Inc.
(Registrant)
By: /s/ John W. Sanders, Jr.
-------------------------------------
Date: March 3, 1999 John W. Sanders, Jr.
Executive Vice President-
Finance and Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
- ----------- -------
10.1 Separation Agreement, dated February 27, 1999,
between the Company and Jerry E. Hunter
10.2 Employment Agreement, dated February 28, 1999,
between the Company and Michael L. Fulbright
10.3 Stock Option Agreement, dated February 28, 1999,
between the Company and Michael L. Fulbright
10.4 Amendment to the JPS Textile Group, Inc. 1997
Incentive and First Capital Accumulation Plan
99.1 Press Release dated March 1, 1999.