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As Filed With the Securities and Exchange Commission on January 29, 1997
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CONSO PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
South Carolina 57-0986680
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
513 North Duncan Bypass
Post Office Box 326
Union, South Carolina 29379
(Address of principal executive offices) (Zip Code)
CONSO PRODUCTS COMPANY STOCK ELECTION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
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S. DUANE SOUTHERLAND
President and Chief Executive Officer
Conso Products Company
513 North Duncan Bypass
Post Office Box 326
Union, South Carolina 29379
(Name and address of agent for service)
864/427-9004
(Telephone number, including area code,
of agent for service)
Please send copies of all communications to:
J. NORFLEET PRUDEN, III
Kennedy Covington Lobdell & Hickman, L.L.P.
NationsBank Corporate Center
Suite 4200
100 North Tryon Street
Charlotte, North Carolina 28202-4006
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CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Title Amount Proposed maximum Proposed maximum Amount of
of securities to be to be offering price aggregate registration
registered registered per share* offering price* fee
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Common Stock................. 25,000 shares $12.50 $312,500 $95.00
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* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) and (h)(1) on the basis of $12.50 per share, the average of
the high and low prices for the Common Stock on January 27, 1997 as reported
on the Nasdaq National Market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by this Item is omitted from this registration
statement in accordance with the Note to Part I of Form S-8.
Item 2. Registrant Information and Employee Plan Annual Information.
The information required by this Item is omitted from this registration
statement in accordance with the Note 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 heretofore filed by Conso Products Company (the
"Company") with the Securities and Exchange Commission (Commission file number
0-22942) are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended June 29, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended September 28, 1996; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated November
23, 1993, including any amendment or report filed for the
purpose of updating such description.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after
the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
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 reports
and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Marcus T. Hickman, who is Of Counsel to Kennedy Covington Lobdell &
Hickman, L.L.P., counsel to the Company, serves as a director of the Company. At
January 27, 1997, Mr. Hickman beneficially owned 2,812 shares of the Company's
Common Stock. Mr. Hickman will also be entitled to elect to receive shares of
the Common Stock in lieu of cash compensation as a director of the Company
pursuant to the Stock Election Plan for Non-Employee Directors.
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Item 6. Indemnification of Directors and Officers.
The Bylaws of the Company provide for indemnification of directors of
the Company against liabilities and reasonable expenses incurred in connection
with any action, suit or proceeding to which such person may be a party because
he is or was a director or officer of the Company or serving in a similar
capacity at the Company's request for another entity or an employee benefit
plan, to the fullest extent permitted by the laws of the State of South
Carolina. Under the laws of the State of South Carolina, unless limited by its
articles of incorporation, a corporation shall indemnify a director or officer
who was 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 of
such corporation against reasonable expenses incurred by him in connection with
the proceeding. South Carolina law also provides that indemnification of a
director or officer may be made if he acted in good faith and in a manner he
reasonably believed to be, with respect to conduct in his official capacity, in
the best interests of the Company, and, with respect to all other cases, in a
manner he reasonably believed to be not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, he had no
reason to believe his conduct was unlawful. With respect to suits by or in the
right of the Company, such a person may be indemnified if he acted in good faith
and, in the case of conduct within his official capacity, he reasonably believed
his conduct to be in the Company's best interest, and, in all other cases, he
shall not have been adjudged to be liable to the Company. A South Carolina
corporation may purchase and maintain insurance against liabilities of its
directors and officers whether or not such liabilities are subject to
indemnification, and the Company has procured such directors and officers'
liability insurance with coverage limits of $3,000,000.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted for directors, officers and controlling persons of the
Company pursuant to provisions described above, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
The South Carolina Business Corporation Act also permits a corporation
(including the Company), by a provision in its articles of incorporation, to
limit or eliminate the personal liability of its directors for monetary damages
for breach of fiduciary duty as a director, except with respect to any breach of
the director's duty of loyalty to the corporation or its shareholders, or acts
or omissions not in good faith or which involve gross negligence, intentional
misconduct or a knowing violation of law, or which occurred prior to the time
such provision became effective, or with respect to transactions in which the
director received an improper personal benefit, or for approving an unlawful
distribution. The Company's Articles of Incorporation include such a provision
eliminating such liability of directors to the fullest extent permitted by law.
As a result of the inclusion of such provision, shareholders of the Company may
be unable to recover monetary damages against directors for actions taken by
them which constitute negligence or which are in violation of their fiduciary
duty of due care, although they are not precluded from obtaining injunctive or
other equitable relief with respect to such actions. Such provision is not
effective to eliminate or limit statutory liabilities arising under federal law,
including liabilities under federal securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit Description
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4.1 Articles of Incorporation of Conso Products Company (incorporated herein by reference to
Exhibit 3.4 to the Company's Registration Statement on Form SB-2 (Registration No. 33-
71296))
4.2 Bylaws of Conso Products Company (incorporated herein by reference to Exhibit 3.5 to the
Company's Registration Statement on Form SB-2 (Registration No. 33-71296))
4.3 Conso Products Company Stock Election Plan for Non-Employee Directors
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Grant Thornton
23.3 Consent of Kennedy Covington Lobdell & Hickman, L.L.P. (contained in Exhibit 5)
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
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 a 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; and
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in this registration
statement or any material change to such
information in this 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 related 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 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) 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 City of Charlotte, State of North Carolina, on the 28th day
of January, 1997.
CONSO PRODUCTS COMPANY
By: /s/ S. Duane Southerland
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S. Duane Southerland
President and Chief Executive 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 date indicated.
Signature Title Date
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/s/ S. Duane Southerland President and Chief Executive January 28, 1997
- --------------------------- Officer
S. Duane Southerland (Principal Executive Officer)
/s/ Gilbert G. Bartell Chief Financial Officer, Vice January 28, 1997
- --------------------------- President-Finance and Treasurer
Gilbert G. Bartell (Principal Financial Officer)
/s/ David B. Dechant Chief Accounting Officer and January 28, 1997
- --------------------------- Controller
David B. Dechant (Principal Accounting Officer)
/s/ J. Cary Findlay Director and Chairman of the January 28, 1997
- --------------------------- Board
J. Cary Findlay
/s/ Antony W. Laughton Director January 28, 1997
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Antony W. Laughton
/s/ John H. Maxheim Director January 28, 1997
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John H. Maxheim
/s/ Marcus T. Hickman Director January 28, 1997
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Marcus T. Hickman
/s/ James H. Shaw Director January 28, 1997
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James H. Shaw
/s/ Konstance J. K. Findlay Director January 28, 1997
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Konstance J. K. Findlay
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Item 8
FORM S-8
REGISTRATION STATEMENT
CONSO PRODUCTS COMPANY
Commission File Number 0-22942
EXHIBIT INDEX
Exhibit Description
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4.1 Articles of Incorporation of Conso Products Company
(incorporated herein by reference to Exhibit 3.4 to the
Registrant's Registration Statement on Form SB-2 (Registra-
tion No. 33-71296))
4.2 Bylaws of Conso Products Company (incorporated herein by
reference to Exhibit 3.5 to the Registrant's Registration
Statement on Form SB-2 (Registration No. 33-71296))
4.3 Conso Products Company Stock Election Plan for Non-Employee
Directors
5 Opinion of Kennedy Covington Lobdell & Hickman, L.L.P.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Grant Thornton
23.3 Consent of Kennedy Covington Lobdell & Hickman, L.L.P
(contained in Exhibit 5)
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