As filed with the Securities and Exchange Commission on September 4, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QUAKER FABRIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-1933106
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
941 Grinnell Street
Fall River, Massachusetts 02721
(Address of principal executive offices) (Zip code)
Quaker Fabric Corporation 1997 Stock Option Plan
(Full title of the plan)
Cynthia L. Gordan
Vice President, Secretary and General Counsel
941 Grinnell Street
Fall River, Massachusetts 02721
(508) 678-1951
(Name, address and telephone number,
including area code, of agent for service)
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Copies to:
Allan R. Williams
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Amount to be offering price aggregate offering Amount of
Title of securities to be registered registered(1) per share(2) price(2) registration fee(3)
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Common Stock, $0.01 par value 750,000 shares $8.16 $6,120,000 $563.04
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(1) Represents additional shares of common stock, par value $0.01 per share
("Common Stock"), of Quaker Fabric Corporation (the "Registrant") which may
be issued upon exercise of options granted and to be granted under the
Registrant's 1997 Stock Option Plan (the "Plan"), as amended pursuant to
amendments to the Plan adopted at the Registrant's 2000 and 2002 Annual
Meeting of Stockholders. There is an effective registration statement
(Registration No. 333-35983) relating to the issuance under the Plan of
750,000 shares of Common Stock after giving effect to a three-for-two stock
dividend on the Common Stock paid to shareholders on June 29, 1998.
Pursuant to Rule 416 under the Act, there are also being registered such
additional indeterminate number of shares of Common Stock as may be
required to cover possible adjustments under the Plan. There is also an
effective registration statement (Registration No. 333-41974) relating to
the issuance under the Plan of an additional 750,000 shares of Common
Stock.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933. The maximum
offering price per share is based upon the average of the high and low
sales prices of the Common Stock, as reported on The Nasdaq Stock Market on
August 30, 2002.
(3) In connection with the filing of the registration statement (Registration
No. 333-35983) relating to the issuance under the Plan of 750,000 shares of
Common Stock after giving effect to a three-for-two stock dividend on the
Common Stock, the Company paid a registration fee of $3,476 and with the
filing of the registration statement (Registration No. 333-41974) relating
to the issuance under the Plan of an additional 750,000 shares of Common
Stock, the Company paid a registration fee of $995.63.
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EXPLANATORY NOTE
The contents of each Registration Statement on Form S-8 of Quaker
Fabric Corporation filed with the Securities and Exchange Commission on
September 19, 1997 (Commission File No. 333-35983) and on July 21, 2000
(Commission File No. 333-41974), relating, respectively, to the registration of
750,000 shares of Common Stock (after giving effect to a three-for-two stock
dividend on the Common Stock paid to shareholders on June 29, 1998), and to the
registration of an additional 750,000 shares of Common Stock authorized for
issuance under the Plan is incorporated by reference in its entirety herein in
accordance with General Instruction E to Form S-8. This Registration Statement
provides for the registration of an additional 750,000 shares of Common Stock
authorized for issuance under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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4 Amendments to Quaker Fabric Corporation 1997 Stock Option Plan
(incorporated by reference to Appendix B of the Quaker Fabric
Corporation's Proxy Statement for the 2002 Annual Meeting).
5 Opinion of Proskauer Rose LLP.
23.1 Notice Regarding Consent of Arthur Andersen LLP.
23.2 Consent of Proskauer Rose LLP (included in Exhibit 5).
24 Power of Attorney (see signature page)
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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 Fall River, State of Massachusetts, on August 30,
2002.
QUAKER FABRIC CORPORATION
By: /s/ Larry A. Liebenow
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Larry A. Liebenow
President and Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below hereby constitutes and appoints Larry A. Liebenow as his
or her true and lawful attorney-in-fact and agent, with full power of
substitution, to sign on his or her behalf individually and in any and all
capacities any and all amendments (including post-effective amendments) to a
Registration Statement on Form S-8 relating to the registration under the
Securities Act of 1933 of shares of Common Stock of Quaker Fabric Corporation
under the 1997 Stock Option Plan of Quaker Fabric Corporation and to file the
same with all exhibits thereto and all other documents in connection therewith
with the Securities and Exchange Commission, granting to such attorney-in-fact
and agent, full power and authority to do all such other acts and things
requisite or necessary to be done, and to execute all such other documents as he
may deem necessary or desirable in connection with the foregoing, as fully as
the undersigned might or could do in person, hereby ratifying and confirming all
that such attorney-in-fact and agent, 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.
Signatures Title Date
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/s/ Sangwoo Ahn Chairman of the Board of August 30, 2002
- ------------------------- Directors
Sangwoo Ahn
/s/ Larry A. Liebenow President, Chief Executive Officer August 30, 2002
- ------------------------- and Director (principal executive officer)
Larry A. Liebenow
/s/ Paul J. Kelly Vice President-Finance, Chief August 30 , 2002
- ------------------------- Financial Officer and Treasurer
Paul J. Kelly (principal financial and accounting officer)
/s/ Jerry I. Porras Director August 30, 2002
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Jerry I. Porras
/s/ Eriberto R. Scocimara Director August 30, 2002
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Eriberto R. Scocimara
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