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As filed with the Securities and Exchange Commission on September 19, 1997
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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
incorporation or organization) Number)
941 Grinnell Street
Fall River, Massachusetts 02721
(508) 678-1951
(Address of principal executive offices) (Zip code)
Quaker Fabric Corporation
Employee Stock Purchase Plan
(Full title of plan)
Cynthia L. Gordan
Vice President and General Counsel
Quaker Fabric Corporation
941 Grinnell Street
Fall River, Massachusetts 02721
(508) 678-1951
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Arnold S. Jacobs, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036-8299
(212) 969-3000
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered Amount to be Proposed maximum Proposed maximum Amount of
registered offering price aggregate offering registration
per share(1) price fee
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Common Stock, 100,000 shares $ 23.00 $2,300,000 $ 697
par value $0.01 per share
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h).
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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 by Quaker Fabric Corporation, a Delaware corporation (the "Company"
or the "Registrant"), are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the
fiscal year ended January 4, 1997;
(2) the Company's Quarterly Reports on Form 10-Q for the
fiscal quarter ended April 5, 1997;
(3) the Company's Quarterly Reports on Form 10-Q for the
fiscal quarter ended July 5, 1997;
(4) the Company's Current Report on Form 8-K, dated as of
March 25, 1997; and
(5) 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 subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended, 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 thereof from the date of filing such
documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company is incorporated in Delaware. Section 145 of the
Delaware General Corporation Law grants each corporation organized thereunder
the power to indemnify its officers and directors against liability for certain
of their acts. Article NINTH of the Company's Certificate of Incorporation
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
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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 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 interest 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 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.
4.1 Certificate of Incorporation of the Company, dated
May 18, 1987. Incorporated by reference from the
Company's Registration Statement on Form S-1,
Registration No. 33-69002, filed with the Securities
and Exchange Commission on September 17, 1993.
4.2 By-laws of the Company. Incorporated by reference
from the Company's Registration Statement on Form
S-1, Registration No. 33-69002, filed with the
Securities and Exchange Commission on September 17,
1993.
4.3 Quaker Fabric Corporation Employee Stock Purchase
Plan.
5 Opinion of Proskauer Rose LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Proskauer Rose LLP (included in Exhibit
5).
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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, 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.
(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 the 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 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, as
amended, 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 September
18, 1997.
Quaker Fabric Corporation
By:/s/ Larry A. Liebenow
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President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
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/s/ Larry A. Liebenow Director, President and, September 18, 1997
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Larry A. Liebenow Chief Executive Officer
(Principal Executive Officer)
/s/ Paul J. Kelly Vice President - Finance September 18, 1997
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Paul J. Kelly (Principal Financial Officer,
and Principal Accounting Officer)
/s/ Sangwoo Ahn* Director September 18, 1997
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Sangwoo Ahn
/s/ Jerry I. Porras* Director September 18, 1997
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Jerry I. Porras
/s/ Eriberto R. Scocimara* Director September 18, 1997
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Eriberto R. Scocimara
* By Larry A. Liebenow
Attorney-in-Fact
/s/ Larry A. Liebenow
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Larry A. Liebenow
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EXHIBIT INDEX
Exhibit No. Document
4.1 Certificate of Incorporation of the Company, dated May 18,
1987. Incorporated by reference from the Company's
Registration Statement on Form S-1, Registration No. 33-69002,
filed with the Securities and Exchange Commission on September
17, 1993.
4.2 By-laws of the Company. Incorporated by reference from the
Company's Registration Statement on Form S-1, Registration No.
33-69002, filed with the Securities and Exchange Commission on
September 17, 1993.
4.3 Quaker Fabric Corporation Employee Stock Purchase Plan.
5 Opinion of Proskauer Rose LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Proskauer Rose LLP (included in Exhibit 5).