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As filed with the Securities and Exchange Commission on February 9, 2001
Registration Number 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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RUSSELL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Alabama 63-0180720
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
755 Lee Street, Alexander City, Alabama 35011-0272
(Address of Principal Executive Offices) (Zip Code)
RUSSELL CORPORATION 2000 NON-EMPLOYEE DIRECTORS' COMPENSATION PLAN
and
RUSSELL CORPORATION 1997 NON-EMPLOYEE DIRECTORS' STOCK GRANT, STOCK
OPTION AND DEFERRED COMPENSATION PLAN
(Full Title of the Plan)
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FLOYD G. HOFFMAN
Russell Corporation
3330 Cumberland Boulevard, Suite 800
Atlanta, Georgia 30339
(Name and Address of Agent For Service)
(678) 742-8104
(Telephone Number, Including Area Code, of Agent For Service)
With a copy to:
JOHN K. MOLEN
Bradley Arant Rose & White LLP
2001 Park Place, Suite 1400
Birmingham, Alabama 35203
(205) 521-8000
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed maximum
Title of securities to Amount to be maximum offering aggregate offering Amount of
be registered registered price per share * price * registration fee
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Common Stock, $0.01 par value 500,000 shares $19.25 $9,625,000 $2,406.25
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* Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended (the
"Securities Act"), which has been calculated on the basis of the
average of the high and low prices reported on February 7, 2001 on the
New York Stock Exchange, which price was $19.25 per share.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION. *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
* The information required by Items 1 and 2 of Part I of Form S-8 is
omitted from this Registration Statement in accordance with Note 1 to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated herein by reference and made a
part hereof:
(1) The Annual Report on Form 10-K of the Registrant for the
fiscal year ended January 1, 2000 (Commission File No. 0-1790).
(2) The Quarterly Report of the Registrant on Form 10-Q for the
quarter ended April 2, 2000 (Commission File No. 0-1790).
(3) The Quarterly Report of the Registrant on Form 10-Q for the
quarter ended August 14, 2000 (Commission File No. 0-1790).
(4) The Quarterly Report of the Registrant on Form 10-Q for the
quarter ended October 1, 2000 (Commission File No. 0-1790).
(5) The description of the Common Stock of the Registrant
appearing in the Registrant's Registration Statement on Form S-4 (Registration
Statement No. 33-24735), under the caption "DESCRIPTION OF CAPITAL STOCK -
Common Stock," as filed on September 26, 1988 pursuant to the Securities Act of
1933, as amended (the "Securities Act"), and appearing in the Registrant's
Registration Statement on Form 8-A (Registration Statement No. 001-05822) at
Exhibit 1, as filed on October 15, 1999 pursuant to the Exchange Act.
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
date of this Registration Statement and 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 a part hereof
from the date of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Bradley Arant Rose & White LLP, counsel to the Company, has been
routinely engaged to perform legal services by the Company since the formation
of the Company. As of the date hereof, the partners and associates of the firm
of Bradley Arant Rose & White LLP beneficially own approximately 10,000 shares
of Common Stock of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Sections 10-2B-8.50 through 10-2B-8.58 of the Alabama
Business Corporation Act, Article VII of the Bylaws of the Company provides for
indemnification of directors, officers and employees in certain instances. The
provisions of Article VII provide as follows:
Article VII. Indemnification of Directors, Officers and Employees.
Section 7.1 The corporation shall indemnify any
person who was or is party or is threatened to be made a
party to any threatened, pending, or completed claim, action,
suit or proceeding, whether civil, criminal, administrative
or investigative, including appeals (other than an action by
or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with
such claim, action, suit or proceeding 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 corporation and, with
respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The
termination of any claim, 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 corporation, and
with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 7.2 The corporation shall indemnify any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed claim, action
or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually
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and reasonably incurred by him in connection with the defense
or settlement of such action or suit 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 corporation and except
that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation unless and
only to the extent that the court in which such action or
suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such
court shall deem proper.
Section 7.3 To the extent that a director, officer,
employee or agent of the corporation has been successful on
the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 7.1 and 7.2, or in defense
of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection
therewith, notwithstanding that he has not been successful on
any other claim, issue or matter in any such action, suit or
proceeding.
Section 7.4 Any indemnification under sections 7.1
and 7.2 (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in
sections 7.1 and 7.2. Such determination shall be made (a) by
the board of directors by a majority vote of a quorum
consisting of directors who were not parties to, or who have
been wholly successful on the merits or otherwise with
respect to, such claim, action, suit or proceeding, or (b) if
such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (c) by the
shareholders.
Section 7.5 Expenses (including attorneys' fees)
incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the corporation in advance of the
final disposition of such claim, action, suit, or proceeding
as authorized in the manner provided in section 7.4 upon
receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if and to the
extent that it shall be ultimately determined that he is not
entitled to be indemnified by the corporation as authorized
in this Article VII.
Section 7.6 The indemnification provided by this
Article VII shall not be deemed exclusive of and shall be in
addition to any other rights to which those indemnified may
be entitled under any statute, rule of law, provisions of
articles of incorporation, bylaw, agreement, vote of
shareholders or disinterested directors or otherwise, both as
to action in his official capacity and as to action in
another capacity while holding such office, and shall
continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of
the heirs, executors and administrators of such a person.
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Section 7.7 The corporation may purchase and
maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a
director, officer, partner, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability under the
provisions of this Article VII.
The indemnification provisions of Article VII of the Company's Bylaws
are not exclusive and are in addition to any other rights to which the officers
and directors may be entitled under any other statute, rule of law, agreement or
otherwise. The Company also maintains directors' and officers' liability
insurance insuring its directors and officers from certain liabilities and
expenses.
Section 10 of the Company's Restated Articles of Incorporation provides
as follows:
A director of the corporation shall not be liable to the
corporation or its shareholders for money damages for any
action taken, or failure to take action, as a director,
except for (i) the amount of a financial benefit received by
such director to which such director is not entitled; (ii) an
intentional infliction of harm by such director on the
corporation or its shareholders; (iii) a violation of Section
10-2B-8.33 of the Code of Alabama of 1975 or any successor
provision to such section; (iv) an intentional violation by
such director of criminal law; or (v) a breach of such
director's duty of loyalty to the corporation or its
shareholders. If the Alabama Business Corporation Act, or any
successor statute thereto, is hereafter amended to authorize
the further elimination or limitation of the liability of a
director of a corporation, then the liability of a director
of the corporation, in addition to the limitations on
liability provided herein, shall be limited to the fullest
extent permitted by the Alabama Business Corporation Act, as
amended, or any successor statute thereto. The limitation on
liability of directors of the corporation contained herein
shall apply to liabilities arising out of acts or omissions
occurring subsequent to the adoption of this Article 10 and,
except to the extent prohibited by law, to liabilities
arising out of acts or omissions occurring prior to the
adoption of this Article 10. Any repeal or modification of
this Article 10 by the shareholders of the corporation shall
be prospective only and shall not adversely affect any
limitation on the liability of a director of the corporation
existing at the time of such repeal or modification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
*4(a) Restated Articles of Incorporation of the Registrant (included as
Exhibit (3)(a) to Annual Report on Form 10-K for the fiscal year ended
December 30, 1995).
*4(b) Bylaws of the Registrant (included as Exhibit (3)(c) to Annual Report
on Form 10-K for the fiscal year ended December 30, 1995).
*4(c) Rights Agreement dated September 15, 1999 between the Registrant and
SunTrust Bank, Atlanta, Georgia (included as Exhibit 1 to Form 8-A
filed on October 15, 1999 (Registration Statement No. 001-05822)).
*4(d) Certificate of Adoption of Resolutions by Board of Directors of the
Registrant dated October 25, 1989 (included as Exhibit (3)(b) to Annual
Report on Form 10-K for the fiscal year ended December 30, 1995).
*4(e) 1987 Stock Option Plan (included as Exhibit 1 to Registration Statement
No. 33-24898).
*4(f) 1993 Executive Long-Term Incentive Plan (included as Exhibit (4)(c) to
Registration Statement No. 33-69679).
*4(g) 1996 Amendment to the 1993 Executive Long-Term Incentive Plan (included
as Exhibit (10)(g) to Annual Report on Form 10-K for the fiscal year
ended January 3, 1998).
*4(h) Russell Corporation 1997 Non-Employee Directors' Stock Grant, Stock
Option and Deferred Compensation Plan, as amended (included as Exhibit
(10)(f) to Annual Report on Form 10-K for the fiscal year ended January
2, 1999).
*4(i) 1998 Amendment to the 1993 Executive Long-Term Incentive Plan (included
as Annex A to Schedule 14A filed on March 30, 1998).
*4(j) Russell Corporation Flexible Deferral Plan (included as Exhibit 4(k) to
Registration Statement No. 333-89765).
*4(k) Russell Corporation 2000 Stock Option Plan (included as Exhibit 4(k) to
Registration Statement No. 333-30238).
*4(l) Russell Corporation 2000 Employee Stock Purchase Plan (included as
Exhibit 4(k) to Registration Statement No. 333-30236).
4(m) Russell Corporation 2000 Non-Employee Directors' Compensation Plan.
5(a) Opinion of Bradley Arant Rose & White LLP
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Bradley Arant Rose & White LLP (contained in exhibit 5(a)).
24 Powers of Attorney of certain directors and officers.
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* Incorporated by reference.
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;
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(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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 this 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 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in this
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 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 Sections 13 or 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 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to 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.
(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 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
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(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, the
registrant certifies that it has reasonable grounds to believe that it meets all
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 Alexander City, State of Alabama, on February 9,
2001.
RUSSELL CORPORATION
By: *
------------------------------------
John F. Ward
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
* Chairman of the Board, February 9, 2001
- ---------------------------------- President, and Chief Executive
John F. Ward Officer
* Senior Vice President and February 9, 2001
- ---------------------------------- Chief Financial Officer
Robert D. Martin (Principal Financial Officer)
* Controller (Principal February 9, 2001
- ---------------------------------- Accounting Officer)
Larry E. Workman
* Director February 9, 2001
- ----------------------------------
Herschel M. Bloom
* Director February 9, 2001
- ----------------------------------
Ronald G. Bruno
* Director February 9, 2001
- ----------------------------------
Timothy A. Lewis
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* Director February 9, 2001
- ----------------------------------
C.V. Nalley III
* Director February 9, 2001
- ----------------------------------
Margaret M. Porter
* Director February 9, 2001
- ----------------------------------
Mary Jane Robertson
* Director February 9, 2001
- ----------------------------------
Benjamin Russell
* Director February 9, 2001
- ----------------------------------
John R. Thomas
* Director February 9, 2001
- ----------------------------------
John A. White
*By Steve R. Forehand February 9, 2001
-------------------------------
/s/ STEVE R. FOREHAND
- ----------------------------------
Attorney in Fact
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Index of Exhibits
*4(a) Restated Articles of Incorporation of the Registrant (included as
Exhibit (3)(a) to Annual Report on Form 10-K for the fiscal year ended
December 30, 1995).
*4(b) Bylaws of the Registrant (included as Exhibit (3)(c) to Annual Report
on Form 10-K for the fiscal year ended December 30, 1995).
*4(c) Rights Agreement dated September 15, 1999 between the Registrant and
SunTrust Bank, Atlanta, Georgia (included as Exhibit 1 to Form 8-A
filed on October 15, 1999 (Registration Statement No. 001-05822)).
*4(d) Certificate of Adoption of Resolutions by Board of Directors of
Registrant dated October 25, 1989 (included as Exhibit (3)(b) to Annual
Report on Form 10-K for the fiscal year ended December 30, 1995).
*4(e) 1987 Stock Option Plan (included as Exhibit 1 to Registration Statement
No. 33-24898).
*4(f) 1993 Executive Long-Term Incentive Plan (included as Exhibit (4)(c) to
Registration Statement No. 33-69679).
*4(g) 1996 Amendment to the 1993 Executive Long-Term Incentive Plan (included
as Exhibit (10)(g) to Annual Report on Form 10-K for the fiscal year
ended January 3, 1998).
*4(h) Russell Corporation 1997 Non-Employee Directors' Stock Grant, Stock
Option and Deferred Compensation Plan, as amended (included as Exhibit
(10)(f) to Annual Report on Form 10-K for the fiscal year ended January
2, 1999).
*4(i) 1998 Amendment to the 1993 Executive Long-Term Incentive Plan (included
as Annex A to Schedule 14A filed on March 30, 1998).
*4(j) Russell Corporation Flexible Deferral Plan (included as Exhibit 4(k) to
Registration Statement No. 333-89765).
*4(k) Russell Corporation 2000 Stock Option Plan (included as Exhibit 4(k) to
Registration Statement No. 333-30238).
*4(l) Russell Corporation 2000 Employee Stock Purchase Plan (included as
Exhibit 4(k) to Registration Statement No. 333-30236).
4(m) Russell Corporation 2000 Non-Employee Directors' Compensation Plan.
5(a) Opinion of Bradley Arant Rose & White LLP
23(a) Consent of Ernst and Young LLP.
23(b) Consent of Bradley Arant Rose & White LLP (contained in exhibit 5(a)).
24 Powers of Attorney of certain directors and officers.
* Incorporated by reference.