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As filed with the Securities and Exchange Commission on March 31, 1994
Registration No. 33 - 46261
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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S P R I N G S I N D U S T R I E S, I N C.
(Exact name of registrant as specified in its charter)
South Carolina 57-8252730
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification Number)
205 North White Street
Fort Mill, South Carolina 29715
(Address of Principal Executive Offices and Zip Code)
SPRINGS INDUSTRIES, INC.
1991 RESTRICTED STOCK PLAN
FOR OUTSIDE DIRECTORS
(FULL TITLE OF PLAN)
C. Powers Dorsett
Vice President, General Counsel and Secretary
Springs Industries, Inc.
205 North White Street
Fort Mill, South Carolina 29715
(Name and address of agent for service)
(803) 547-3768
(Telephone number, including area code, of agent of service)
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
securities to be maximum maximum registration
to be registered offering aggregate fee
registered price per offering
share (1) price
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Common Stock 100,000 shares $38.00 $3,800,000 $1,187.50
par value
$.25 per
share
________________________________________________________________________________
(1) Estimated, pursuant to Rules 457(c) and (h), solely for
calculation of the registration fee. The average of the high
and low prices per share of the Common Stock on March 2, 1992,
as reported by the New York Stock Exchange, was $38.00.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Springs Industries, Inc. (the "Company" or the "Registrant") hereby
incorporates herein by reference the following documents filed with the
Securities and Exchange Commission (the "Commission") under the Securities
Exchange Act of 1934 (the "1934 Act"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 29, 1990, filed on March 25, 1991 (File No. 1-5315);
(b) All other reports filed by the Company pursuant to section 13(a) or
15(d) of the 1934 Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above; and
(c) The description of the Common Stock contained in the Company's
Registration Statement filed pursuant to Section 12 of the 1934 Act,
including any amendment or report filed for the purpose of updating
the description.
All documents subsequently filed by the Company pursuant to sections 13(a),
13(c), 14 and 15(d) of the 1934 Act prior to the filing of 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
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Articles of Incorporation
In April 1989, the Company's Restated Articles of Incorporation were
amended to include a new Article 9 which limits the personal liability of the
Company's directors 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 9 is designed to implement the personal
liability limitations authorized by Section 33-2-102(e) of the South Carolina
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Business Corporation Act (the "Act"), which permits 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 9 does not eliminate or limit liability
that a director may have to the Company or its shareholders in the event that a
judgement or other final adjudication establishes that: (1) the director
breached the duty of loyalty to the Company or its shareholders; (ii) the
directors' acts or omissions were not in good faith, involved gross negligence,
intentional misconduct, or knowing violation of law; (iii) the director
authorized or received an unlawful distribution from the Company; or (iv) the
director derived an improper personal benefit.
Article 9 is intended to reduce the risk incident to serving as a
director by providing that, subject to the limitations described above,
directors would not have monetary liability to the Company or its shareholders
for breaches of their fiduciary duty of care. The primary purpose of Article 9
is to ensure that the Company be able to attract and retain individuals of the
highest quality and ability to serve as its directors and that such individuals
will feel free to continue to exercise their good faith business judgement in
the best interest of the Company and its shareholders without being unduly
constrained by concerns of personal liability. The adoption of Article 9 was in
response to conditions facing corporate directors generally, including the high
cost of, and difficulty in obtaining, director's liability insurance, and was
not a response to any litigation or threats of litigation involving the
Company's directors.
Bylaws
The Company's Bylaws provide that the Company shall indemnify each of
its directors, officers or employees, or any person who, at the request of the
Company, may have served as a director, officer or employee of another
corporation in which the Company owns shares or of which the Company is a
creditor, whether or not then in office or employed (and his executors,
administrators and heirs), against judgements incurred, expenses actually and
reasonably incurred, and/or amounts paid in settlement actually and reasonably
incurred by him in connection with any action, suit or proceeding to which he
may have been made a party because he is or was a director, officer or employee
of the Company or such other corporation to the extent and in the manner
permitted by the laws of the State of South Carolina, or because he is or was a
fiduciary of an employee benefit plan or trust of the Company or such other
corporation to the extent so incurred (but not paid by insurance) except where
he has committed an intentional breach of his fiduciary duties in connection
with such plan or trust or where such indemnification would not be permitted by
the Employee Retirement Income Security Act of 1974.
Any indemnification under the Bylaws (unless ordered by a court) shall
be made only if authorized under Section 33-8-510 of the Act and in each case
upon a determination that idemnification is permissible because the statutory
standard of conduct has been met, such determination being made by (i) the
Board of Directors by a majority vote of a quorum consisting of directors not
at the time parties to the proceeding; (ii) if a quorum cannot be obtained
under (i) by a majority vote of a committee duly designated by the Board of
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Directors (in which designation directors who are parties may participate),
consisting solely of two or more directors not at the time parties to the
proceeding; (iii) by special legal counsel selected by the Board of Directors
or its committee in the manner prescribed in (i) or (ii); or (iv) if a quorum
of the Board of Directors cannot be obtained and a committee cannot be
designated to choose special legal counsel under (iii), special legal counsel
selected by a majority vote of the full Board of Directors (in which
selection directors who are parties may participate); or (iv) by the
shareholders, but shares owned by or voted under the control of directors who
are at the time parties to the proceeding may not be voted on the
determination.
South Carolina Business Corporation Act
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 the director conducted himself in good faith and he reasonably
believed that his conduct in his official capacity was in the corporation's best
interest, and his conduct in all other cases was at least not opposed to its
best interest, and in any criminal proceeding he had no reasonable cause to
believe his conduct was unlawful. Notwithstanding the above, in proceedings to
obtain a judgement 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.
Insurance Policies
There are in effect liability insurance policies covering certain
claims against any officer or director of the Company by reason of certain
breaches of duty, neglect, error, misstatement, omission or other act committed
by such person in his capacity as officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 See Articles 7 and 8 of the Registant's Restated Articles of
Incorporation, as amended (filed on March 26, 1990 as an exhibit to the
Registrant's Annual Report on Form 10-K for the year ended December
30, 1989 (File No. 1-5315) and incorporated herein by reference) and
Article II of the Registrant's Bylaws (filed on March 20, 1989 as an
exhibit to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1988 (File No. 1-5315) and incorporated herein by
refernece).
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4.2 Springs Industries, Inc. 1991 Restricted Stock Plan for Outside Directors.
5.1 Opinion of C. Powers Dorsett as to legality of securities being registered.
23.1 Consent of C. Powers Dorsett is contained within the opinion of counsel attached as Exhibit 5.1.
23.2 Consent of Deloitte & Touche.
25 Power of Attorney is contained on page 7 of Form S-8 filed on March 9, 1992.
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;
(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 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed 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
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registrant's annual report pursuant to section 13(a) or section 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. The undersigned registrant hereby undertakes:
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
amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Mill, South
Carolina, on March 31, 1994.
SPRINGS INDUSTRIES, INC.
By: /s/ James F. Zahrn
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James F. Zahrn
Vice President-Finance and
Treasurer
(Principal Financial Officer)
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.
Signature Title Date
--------- ----- ----
/s/ Robert W. Sullivan Chairman of the March 31, 1994
- ---------------------- Board of Directors,
Attorney-in-fact for President and
Walter Y. Elisha Chief Executive Officer
/s/ Robert W. Sullivan Director March 31, 1994
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Attorney-in-fact for
Crandall Close Bowles
/s/ Robert W. Sullivan Director March 31, 1994
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Attorney-in-fact for
John L. Clendenin
/s/ Robert W. Sullivan Director March 31, 1994
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Attorney-in-fact for
Leroy S. Close
/s/ Robert W. Sullivan Director March 31, 1994
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Attorney-in-fact for
Charles W. Coker
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/s/ Robert W. Sullivan Director March 31, 1994
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Attorney-in-fact for
Dan M. Krausse
/s/ Robert W. Sullivan Director March 31, 1994
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Attorney-in-fact for
John H. McArthur
/s/ Robert W. Sullivan Director March 31, 1994
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Attorney-in-fact for
Donald S. Perkins
/s/ Robert W. Sullivan Director March 31, 1994
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Attorney-in-fact for
Stewart Turley
/s/ Robert W. Sullivan Director March 31, 1994
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Attorney-in-fact for
Sherwood H. Smith, Jr.
/s/ Robert W. Sullivan Controller, March 31, 1994
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Attorney-in-fact for Financial Officer
James C. McKelvey
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INDEX TO EXHIBITS
Sequentially
Numbered
Exhibits Page
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4.1 See Articles 7 and 8 of the Registrant's Restated Articles of Incorporation, as amended (filed on
March 26, 1990 as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended
December 30, 1989 (File No. 1-5315) and incorporated herein by reference) and Article II of the
Registrant's Bylaws (filed on March 20, 1989 as an exhibit to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1988 (File No. 1-5315) and incorporated herein by
reference).
4.2 Springs Industries, Inc. 1991 Restricted Stock Plan for Outside Directors.
5.1 Opinion of C. Powers Dorsett as to legality of securities being registered.
23.1 Consent of C. Powers Dorsett is contained within the opinion of counsel attached as Exhibit 5.1.
23.2 Consent of Deloitte & Touche.
25 Power of Attorney is contained on page 7 of Form S-8 filed on March 9, 1992.
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