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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2001
REGISTRATION NO. __________
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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
SPRINGS INDUSTRIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
South Carolina
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(State or Other Jurisdiction of Incorporation or Organization)
57-0252730
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(I.R.S. Employer Identification No.)
205 North White Street
Fort Mill, South Carolina 29715
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(Address of Principal Executive Offices and Zip Code)
2000 Executive Deferred Compensation Plan of Springs Industries, Inc.
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Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain Employees
(Full Title of the Plans)
C. Powers Dorsett
Senior Vice President--General Counsel and Secretary
Springs Industries, Inc.
205 North White Street
Fort Mill, South Carolina 29715
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(Name and Address of Agent For Service)
(803) 547-1500
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(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Per Offering Registration
Registered (1) Registered Share Price (2) Fee
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Deferred Compensation
Obligations $12,000,000 N/A $12,000,000 $3,000.00
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(1) The Deferred Compensation Obligations are unfunded and unsecured
general obligations of Springs Industries, Inc. to pay deferred
compensation in the future in accordance with the terms of the 2000
Executive Deferred Compensation Plan of Springs Industries, Inc., and
the Springs Industries, Inc. 2000 Deferred Compensation Plan for
Certain Employees.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933.
The Exhibit Index appears after the Signature Pages of this
Registration Statement.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information required by Item 1 and Item 2 is included in
documents that will be sent or given to participants in the 2000 Executive
Deferred Compensation Plan of Springs Industries, Inc. (the "Executive Plan")
and the Springs Industries, Inc. 2000 Deferred Compensation Plan for Certain
Employees (the "Employee Plan" and together with the Executive Plan, the
"Plans") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended. These documents are not being filed as part of this Registration
Statement pursuant to the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Springs Industries, Inc. (the "Company") hereby incorporates by
reference the following documents filed with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 30, 2000;
(b)(1) The Company's Current Report on Form 8-K, filed on
February 23, 2001;
(b)(2) The Company's Current Report on Form 8-K, filed on
April 30, 2001; and
(b)(3) The Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Under the Plans, the Company will provide key employees (the
"Participants") with the opportunity to defer a portion of their cash
compensation until their services have terminated. The obligations of the
Company under the Plans (the "Obligations") will be unfunded and unsecured
general obligations of the Company to pay in the future the value of the
deferred compensation recordkeeping account of a Participant, adjusted to
reflect the performance during the deferral period, whether positive or
negative, of the investment measurement options chosen by each Participant from
the investment measurement options made available by the Plans, in accordance
with the terms of the Plans.
The Plans will be administered by a Committee of three or more
individuals appointed by the Company's board of directors (the "Committee"). The
amount of
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compensation to be deferred by each Participant will be determined in accordance
with the Plans based on elections by the Participant. A Participant may elect to
defer up to 40% of his or her base salary and up to 100% of his or her bonus
under the Executive Plan, and up to 12% of his or her base salary and up to 12%
of his or her bonus under the Employee Plan. The election must be made prior to
the date that services are rendered and is in general irrevocable. The Company
will credit a Participant's account as additional deferred compensation (i) any
additional amount that would have been allocated to his or her accounts under
the Springs of Achievement Partnership Plan (the "Partnership Plan") from the
Company's contributions had the Participant not elected to defer compensation
and (ii) any additional amount that would have been contributed or allocated for
the Participant from the Company's contributions under a pension or
profit-sharing plan maintained by the Company and qualified under Section 401(a)
of the Internal Revenue Code had the Participant not elected to defer
compensation. In addition, if the Participant has deferred the maximum amount
under the Partnership Plan, the Participant (other than employees of Springs
Window Fashions LP, Springs Window Direct LP and Regal Rugs, Inc.) may
irrevocably elect deferral of the excess of 6% of his or her compensation over
the percentage of his or her compensation allowable as a contribution under the
savings fund portion of the Partnership Plan and, if the Participant makes such
a savings deferral, the Company will credit a Participant's account with an
amount equal to the Company's matching contribution that would have been made
under the savings fund portion of the Partnership Plan.
The Obligations to each Participant will equal the balance in
a recordkeeping account established for such Participant. The investment
earnings credited to such account will be indexed to one or more mutual funds,
indices or investment portfolios, the type of which will be individually chosen
by each Participant from a list of investment measurement options made available
under the Plans. Each Participant's recordkeeping account will be adjusted to
reflect deferrals by the Participant, Company contributions and the investment
performance of the selected mutual fund, index or portfolio, including any
appreciation or depreciation. The Company is not required to actually invest the
deferred compensation in the funds, indices or portfolios specified by
Participants. The Company may, however, invest in funds, indices or portfolios
specified by Participants or in other securities.
The Obligations will be distributed by the Company in
accordance with the terms of the Plans. Upon a determination by the Committee
that a Participant has suffered an unforeseeable financial hardship, the
Committee may direct the Company to pay such Participant an amount necessary to
meet the emergency, but not exceeding the aggregate balance of the Participant's
deferral account.
No benefit under the Plans may be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and no such benefit, prior to receipt pursuant to the Plans, may be in
any manner liable for or subject to the debts, contracts, liabilities,
engagements or torts of the Participant. The Company may at any time terminate
and in any respect amend or modify the Plans, including amending, modifying or
terminating any investment option.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The opinion as to the enforceability of the Obligations being
registered has been furnished by C. Powers Dorsett, Senior Vice
President--General Counsel and Secretary of the Company. On July 12, 2001, Mr.
Dorsett beneficially owned 1,735 shares of the Class A
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Common Stock of the Company and, under the 1991 Incentive Stock Plan and 1999
Incentive Stock Plan, held options to purchase 85,000 shares of the Class A
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 8 of the Company's Restated Articles of Incorporation
provides that no director of the Company shall have personal liability to the
Company or its shareholders for monetary damages for breach of fiduciary duty as
a director unless and to the extent that such elimination or limitation of
personal liability is prohibited by the laws of the State of South Carolina.
Article 8 is designed to implement the personal liability limitations authorized
by Section 33-2-102(e) of the South Carolina Business Corporation Act (the
"Act"), which permits certain South Carolina corporations to include in their
articles of incorporation a provision limiting directors' liability for monetary
damages for certain breaches of their fiduciary duties. Under current South
Carolina law, Article 8 does not eliminate or limit the liability of a director
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders; (ii) for acts or omissions not in good faith or which involve
gross negligence, intentional misconduct, or a knowing violation of law; (iii)
for liability imposed as a result of voting for or assenting to an unlawful
distribution from the Company; or (iv) for any transaction from which the
director derived an improper personal benefit.
Article 5 of Chapter 8 of Title 33 of the Act authorizes
indemnification of a director made party to a proceeding because he is or was a
director if (1) the director conducted himself in good faith; (2) he reasonably
believed that (i) his conduct in his official capacity was in the corporation's
best interest and (ii) his conduct in all other cases was at least not opposed
to its best interest; and (3) in the case of any criminal proceeding he had no
reasonable cause to believe his conduct was unlawful. Notwithstanding the above,
in proceedings to obtain a judgment in favor of the corporation, indemnification
would be limited to reasonable expenses incurred in connection with the
proceeding and only if the director were not adjudged liable to the corporation,
and in the case of adjudicated liability in any other proceedings, only if the
director did not derive an improper personal benefit. The Act also authorizes
corporations to indemnify officers, employees and agents who are not directors
to the extent, consistent with public policy, that may be provided by the
corporation's articles of incorporation, bylaws, general or specific action of
its board of directors, or contract. Furthermore, unless limited by its articles
of incorporation, the Act requires a corporation to indemnify a director or
officer who is wholly successful, on the merits or otherwise, in the defense of
any proceeding to which he was a party because he is or was a director or
officer against reasonable expenses incurred by him in connection with the
proceeding. The Company's Restated Articles of Incorporation do not impose any
limitations on this requirement. The Company's Bylaws provide generally that the
Company shall indemnify each director or officer to the full extent permitted
under the Act.
There are in effect directors' and officers' and fiduciary
liability insurance policies covering certain claims against any director or
officer of the Company by reason of certain acts or omissions by such person in
his capacity as a director or officer.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
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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;
(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 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
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 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.
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(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.
(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,
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 Town of Fort Mill, State of South Carolina, on July 12,
2001.
SPRINGS INDUSTRIES, INC.
By: /s/ C. Powers Dorsett
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C. Powers Dorsett
Senior Vice President--General
Counsel and Secretary
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 date indicated.
Date:
Principal Executive Officer: /s/Crandall C. Bowles July 12, 2001
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Crandall C. Bowles
Chairman and Chief Executive Officer
and Director
Date:
Principal Financial Officer: /s/Jeffrey A. Atkins July 12, 2001
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Jeffrey A. Atkins
Executive Vice President &
Chief Financial Officer
Date:
Principal Accounting Officer: /s/Charles M. Metzler July 12, 2001
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Charles M. Metzler
Vice President-Controller
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Directors: Date:
John F. Akers*
John L. Clendenin* July 12, 2001
Leroy S. Close* By: /s/ C. Powers Dorsett
Charles W. Coker* ---------------------
William G. Kelley* C. Powers Dorsett
John H. McArthur* (attorney-in-fact)
Aldo Papone* July 12, 2001
Robin B. Smith*
Sherwood H. Smith, Jr.*
Stewart Turley* *by power of attorney
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Index to Exhibits
Exhibit 5.1 Opinion of C. Powers Dorsett, Senior Vice President--
General Counsel and Secretary.
Exhibit 23.1 Consent of C. Powers Dorsett (included in Exhibit 5.1).
Exhibit 23.2 Consent of Deloitte & Touche LLP, independent accountants.
Exhibit 24.1 Powers of Attorney.