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As filed with the Securities and Exchange Commission on August 16, 2004
Registration No. ____-
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UNITED STATES
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)
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Quaker Fabric Corporation 2004 Stock Incentive Plan
(Full Title of the Plan)
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Cynthia L. Gordan Copies to:
Vice President, Secretary and General Counsel
Quaker Fabric Corporation Allan R. Williams, Esq.
941 Grinnell Street Proskauer Rose LLP
Fall River, Massachusetts 02721 1585 Broadway
(Name and Address of Agent for Service) New York, New York 10036
(212) 969-3000
(508) 678-1951
(Telephone Number, Including Area Code, of Agent
For Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount
Title Of Each Class Of Securities Amount To Be Offering Price Aggregate Of
To Be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
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Common Stock, par value $0.01 per 1,500,000 $6.741 $10,111,500 $1,281.13
share
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(1) This Registration Statement shall also cover any additional shares of the
Registrant's common stock which become issuable under the 2004 Stock
Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction.
(2) Calculated solely for purposes of the registration fee for this offering in
accordance with paragraphs (c) and (h)(1) of Rule 457 of the Securities Act
of 1933, as amended, on the basis of the average of the high and low prices
of the Registrant's common stock, as reported on the Nasdaq National Market
as of August 13, 2004
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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
(the "Commission") by Quaker Fabric Corporation, a Delaware corporation (the
"Company" or the "Registrant"), are incorporated by reference herein:
(a) the Company's Annual Report on Form 10-K for the fiscal year ended January
3, 2004, filed with the Commission on March 18, 2004;
(b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
April 3, 2004, filed with the Commission on May 7, 2004;
(c) the Current Reports on Form 8-K, filed with the Commission on February 19,
2004 and April 20, 2004; and
(d) the description of the Company's Common Stock, par value $0.01 per share,
incorporated by reference in the Company's Registration Statement filed on
Form 8-A pursuant to Section 12 of the Securities and Exchange Act of 1934,
as amended, from the prospectus contained in the Company's Registration
Statement filed on Form S-1, Registration No. 33-69002, under the caption
"Description of Securities."
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, subsequent to the effective
date of this Registration Statement, prior to the filing of a post-effective
amendment to this Registration Statement indicating that all securities offered
hereby have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of filing of such documents. Any statement contained in any
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 to constitute a part of this Registration
Statement, except as so modified or superseded.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated in Delaware. Section 145 of the General
Corporation Law of the State of Delaware provides that a Delaware corporation
has the power, under specified circumstances, to indemnify its directors,
officers, employees and agents in connection with actions, suits or proceedings
brought against them by a third party or in the right of the corporation, by
reason of the fact that they were or are such directors, officers, employees or
agents, against expenses incurred in any action, suit or proceeding. Article
NINTH of the Company's Certificate of Incorporation, as amended, provides that
the Company shall indemnify any person who was or is a party to any action by
reason of the fact that he is or was or has agreed to become a director or
officer of the Company, or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against any liability incurred by him in connection with such
action, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Company, and, with respect to
any criminal action or proceeding, has no reasonable cause to believe his
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conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in, or
not opposed to, the best interests of the Company and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful. Article EIGHTH of the Company's Certificate of Incorporation, as
amended, provides, except to the extent prohibited by the Delaware General
Corporation Law, that no director of the Company shall be liable to the Company
for monetary damages for breach of fiduciary duty as a director. In addition,
the Company has entered into indemnification agreements with [certain of] its
directors indemnifying such persons against judgments and other expenses
incurred in connection with pending or threatened litigation resulting from that
director's position with the Company. The Company also provides its directors
and officers coverage under a director's and officer's liability insurance
policy.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
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4.1 Certificate of Incorporation of Quaker Fabric Corporation, as
amended. (Incorporated by reference to the Company's Registration
Statement on Form S-1, Registration No. 33-69002, initially filed
with the Securities and Exchange Commission on September 17, 1993,
as amended.)
4.2 By-laws of Quaker Fabric Corporation. (Incorporated by reference
to the Company's Registration Statement on Form S-1, Registration
No. 33-69002, initially filed with the Securities and Exchange
Commission on September 17, 1993, as amended.)
4.3 Quaker Fabric Corporation 2004 Stock Incentive Plan.
5 Opinion of Proskauer Rose LLP.
23.1 Consent of Proskauer Rose LLP (included in the opinion filed as
Exhibit No. 5).
23.2 Consent of Independent Registered Public Accounting Firm.
24 Power of Attorney (included on signature page).
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
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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) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission 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.
(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 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 Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 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 Securities
Act of 1933 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 Fall River, State of Massachusetts on this 16th day
of August, 2004.
QUAKER FABRIC CORPORATION
By: /s/ LARRY A. LIEBENOW
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Name: Larry A. Liebenow
Title: Chief Executive Officer,
President and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Larry A. Liebenow and Paul J. Kelly, and
each of them, such person's true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for and in such person's name,
place and stead, in the capacities indicated below, to sign a Registration
Statement on Form S-8 of Quaker Fabric Corporation and any and all amendments
(including post-effective amendments) thereto, and to file or cause to be filed
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as such person might,
or could, do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or his 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
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/s/ LARRY A. LIEBENOW Chief Executive Officer, August 16, 2004
- ---------------------------- President and Director
Larry A. Liebenow (Principal Executive Officer)
/s/ PAUL J. KELLY Vice President-Finance and August 16, 2004
- ---------------------------- Treasurer
Paul J. Kelly (Principal Financial and
Accounting Officer)
/s/ SANGWOO AHN
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Sangwoo Ahn Chairman of the Board of August 16, 2004
Directors
/s/ JERRY I. PORRAS
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Jerry I. Porras Director August 16, 2004
/s/ ERIBERTO R. SCOCIMARA
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Eriberto R. Scocimara Director August 16, 2004
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Certificate of Incorporation of Quaker Fabric Corporation, as
amended. (Incorporated by reference to the Company's Registration
Statement on Form S-1, Registration No. 33-69002, initially filed
with the Securities and Exchange Commission on September 17, 1993,
as amended.)
4.2 By-laws of Quaker Fabric Corporation. (Incorporated by reference
to the Company's Registration Statement on Form S-1, Registration
No. 33-69002, initially filed with the Securities and Exchange
Commission on September 17, 1993, as amended.)
4.3 Quaker Fabric Corporation 2004 Stock Incentive Plan.
5 Opinion of Proskauer Rose LLP.
23.1 Consent of Proskauer Rose LLP (included in the opinion filed as
Exhibit No. 5).
23.2 Consent of Independent Registered Public Accounting Firm.
24 Power of Attorney (included on signature page).